Common use of Title and Terms Clause in Contracts

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% Senior Notes Due 2011" of the Issuers. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof320.0 million. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “8% Senior Subordinated Notes Due 2011" 2014” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1April 15, 20112014. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 8% per annum and will be payable semiannually semi-annually in arrears on May 1 April 15 and November 1 October 15 in each year, commencing on November 1October 15, 20032004, to Holders holders of record at the close of business on the immediately preceding April 15, 1 and October 151, respectively (each such April 15 1 and October 151, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 2213, 2003, 2004; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damageson, if any, on the Notes shall be payable payable, and the Notes may be exchanged or transferred, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose (each, a "which initially shall be the Corporate Trust Office of the Trustee) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof200.0 million. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “67/8% Senior Notes Due 2011" 2012” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1April 15, 20112012. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 67/8% per annum and will be payable semiannually semi-annually in arrears on May 1 April 15 and November 1 October 15 in each year, commencing on November 1October 15, 20032004, to Holders holders of record at the close of business on the immediately preceding April 15, 1 and October 151, respectively (each such April 15 1 and October 151, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 2213, 2003, 2004; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damageson, if any, on the Notes shall be payable payable, and the Notes may be exchanged or transferred, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose (each, a "which initially shall be the Corporate Trust Office of the Trustee) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 700,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 700,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% 10 1/8% Senior Notes Due 20112008" of the Issuers. The final Stated Maturity of the Notes shall be May September 1, 20112008. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% 10 1/8% per annum and will be payable semiannually in arrears on May March 1 and November September 1 in each year, commencing on November March 1, 20032002, to Holders of record at the close of business on the immediately preceding April February 15, and October August 15, respectively (each such April February 15 and October August 15, a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22August 24, 20032001, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22August 24, 20032001; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes There shall be known and a series of Securities designated as the "10_% 6.75% Senior Notes Due 2011due 2012" of the IssuersCompany. The final Their Stated Maturity of the Notes shall be May 1April 15, 20112012, and they shall bear interest at the rate of 6.75% per annum. Interest on the Outstanding principal amount Securities of Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and this series will be payable semiannually in arrears semi-annually on May 1 April 15 and November 1 in October 15 of each year, commencing October 15, 2002, until the principal thereof is made available for payment. The interest so payable, and punctually paid or duly provided for, on November 1, 2003, any Interest Payment Date will be paid to Holders the Person in whose name the Securities of record this series (or one or more Predecessor Securities) is registered at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"Date for such interest, which shall be the April 1 or October 1 (whether or not a Business Day). Interest on , as the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for orcase may be, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of next preceding such Interest Payment Date. The Issuers will pay interest In the case where any Interest Payment Date or the maturity date of the Securities of this series does not fall on overdue principal anda Business Day, to the extent lawful, on overdue installments payment of interest (including interest to or principal otherwise payable on such date need not be paid in made on such day, but may be made on the form of Additional Dividend Notes) next succeeding Business Day with the same force and overdue amounts of Liquidated Damages, effect as if any, at a rate of 1% per annum in excess made on such Interest Payment Date or the maturity date of the interest rate referred to aboveSecurities of this series. The aggregate principal amount of Securities of this series which may be authenticated and delivered under this Thirteenth Supplemental Indenture is limited to $500,000,000, except for Securities authenticated and delivered upon registration or transfer of, or in exchange for, or in lieu of, other Securities of this series pursuant to Section 304, 305 and 306 of the Indenture and except for any Securities of this series which, pursuant to Section 303 of the Indenture, are deemed never to have been authenticated and delivered under the Indenture. The Securities of this series will be represented by two or more Global Securities representing the entire $500,000,000 aggregate principal amount of the Securities of this series, and the Depositary with respect to such Global Security or Global Securities will be The Depository Trust Company. The Place of Payment for the principal of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes Securities of this series shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company in the City of Cincinnati, State of Ohio, maintained for such purpose, which shall be the Corporate Trust Office of the Trustee and at any other office or agency maintained by the Company for such purpose; PROVIDED, HOWEVER, that purpose (each, a "Place at the option of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.. The Securities of this series are redeemable prior to maturity at the option of the Company as provided in this Thirteenth Supplemental Indenture. The Securities of this series are not subject to a sinking fund and the provisions of Section 501(3) and Article Twelve of the Indenture shall not be applicable to the Securities of this series. The Securities of this series are subject to defeasance at the option of the Company as provided in this Thirteenth Supplemental Indenture. ARTICLE FOUR

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “4.70% Senior Notes Due 2011" due 2020” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrueeach Note shall become due and payable to the Holder thereof on September 29, subject to Section 3.11, at 2020 (the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 4.70% per annum from September 29, 2010 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable semi-annually in equal installments on March 29 and September 29 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paidcommencing on March 29, from April 222011, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be the March 14 or September 14 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$900,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in Canadian dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Company under the Notes shall be fully and unconditionally guaranteed by the Holder of a Global Note or by check mailed Guarantor to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “5.34 % Senior Notes Due 2011" due 2021” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrueeach Note shall become due and payable to the Holder thereof on March 22, subject to Section 3.11, at 2021 (the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 5.34% per annum from March 21, 2011 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable semi-annually on March 22 and September 22 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no in equal installments, except for the first interest has been paid, from April payment in the amount of $38,927,136.99 payable on September 22, 20032011, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be the March 7 or September 7 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$1,450,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in Canadian dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Company under the Notes shall be fully and unconditionally guaranteed by the Holder of a Global Note or by check mailed Guarantor to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “5.45% Senior Notes Due 2011" due 2043” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrue, subject each Note shall become due and payable to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears Holder thereof on May 1 and November 1 in each year, commencing on November October 1, 2003, to Holders of record at 2043 (the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 5.45% per annum from October 2, 2013 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable on April 1, 2014 and semi-annually thereafter on April 1 and October 1 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be March 15 or September 15 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which U.S.$650,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in U.S. dollars. Any payment of Additional Amounts hereunder shall also be payable in U.S. dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Company under the Notes shall be fully and unconditionally guaranteed by the Holder of a Global Note or by check mailed Guarantor to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “5.00% Senior Notes Due 2011" due 2044” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrue, subject each Note shall become due and payable to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears Holder thereof on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April March 15, and October 15, respectively 2044 (each such April 15 and October 15, a "Regular Record the “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 5.00% per annum from March 10, 2014 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable on September 15, 2014 and semi-annually thereafter on March 15 and September 15 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be March 1 or September 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which U.S.$750,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in U.S. dollars. Any payment of Additional Amounts hereunder shall also be payable in U.S. dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Company under the Notes shall be fully and unconditionally guaranteed by the Holder of a Global Note or by check mailed Guarantor to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided, however, that any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be under this Indenture are issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters accordance with Section 303 hereof, as one class, and none part of the Original Notes will have same series as the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureNotes. The Notes shall be known and designated as the "10_% “6.500% Senior Notes Due 2011" due 2028” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1July 18, 2011. Interest on 2028, and the Outstanding principal amount of Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% 6.500% per annum and will be payable semiannually in arrears on May 1 and November 1 in each yearfrom July 18, commencing on November 12023, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for oron the Notes. Interest on the Notes is payable semi-annually on January 18 and July 18 of each year, if no interest has been paidcommencing on January 18, from April 222024 and at the applicable Stated Maturity, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal of such Note is paid or duly provided for orand to the Person in whose name such Note (or any Predecessor Note), if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange registered at the close of business on or after a record date for an January 3 and July 3 immediately preceding such Interest Payment Date that will occur on or after the date of such exchange(each, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment a “Regular Record Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above”). The principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that such purpose (eachwithin the City and State of New York or, a "Place at the option of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b)Company, payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and Liquidated Damages on a Note may interest with respect to Notes represented by one or more Global Notes registered in the name of or held by the Depositary or its nominee will be made by wire transfer of immediately available funds to the account accounts specified by the Holder or Holders thereof. Until otherwise designated by the Company, the Company’s office or agency in New York shall be the office of the trustee maintained for such purpose. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Global Note or Change in Control pursuant to Section 1016. The Notes shall be redeemable as provided in Article Eleven. If the Notes are guaranteed, the due and punctual payment of principal of, premium, if any, and interest on the Notes payable by check mailed the Company is irrevocably and unconditionally guaranteed, to the address extent set forth herein, by each of the Person entitled thereto as such address shall appear in the RegisterGuarantors.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof650.0 million. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “81/4% Senior Notes Due 2011" due 2021” of the Issuers. The final Stated Maturity of the Notes shall be May February 1, 20112021. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 81/4% per annum and will be payable semiannually payable, in each case, semi-annually in arrears on May February 1 and November August 1 in each year, commencing on November August 1, 20032011, to Holders holders of record at the close of business on the immediately preceding April 15, January 15 and October July 15, respectively (each such April 15 and October 15date, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22January 19, 2003, 2011; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued not limited, except as provided in respect thereof pursuant to Section 4.08), but 406 and except as may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03limited by applicable law. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof175,000,000. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall may vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% 7-1/2% Senior Subordinated Notes Due 20112013" of Select Medical Escrow prior to the IssuersSelect Medical Escrow Merger, and of the Company following the Select Medical Escrow Merger. The Company shall provide written notice of the Assumption to the Holders of the Notes promptly following such Assumption. The final Stated Maturity of the Notes shall be May August 1, 20112013. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 7-1/2% per annum and will be payable semiannually semi-annually in arrears on May August 1 and November February 1 in each year, commencing on November February 1, 20032004, to Holders holders of record at the close of business on the immediately preceding April 15, July 15 and October January 15, respectively (each such April July 15 and October January 15, a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of issuance of such Additional Notes; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company (or Select Medical Escrow prior to the Select Medical Escrow Merger) maintained for that purpose in the Borough of Manhattan, The City of New York (each, a the "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company (or Select Medical Escrow prior to the Select Medical Escrow Merger) payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Supplemental Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof400.0 million. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Supplemental Indenture. The Notes shall be known and designated as the "10_% “3.750% Senior Notes Due 2011" 2030” of the IssuersCompany. The final Stated Maturity of the Notes shall be May February 1, 20112030. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 3.750% per annum and will be payable semiannually semi-annually in arrears on May February 1 and November August 1 in of each year, commencing on November August 1, 20032022, to Holders holders of record at the close of business on the immediately preceding April 15, and October 15January 15 or July 15 (whether or not a Business Day), respectively (each such April January 15 and October or July 15, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided provided, that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable payable, and the Notes may be exchanged or transferred, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (eachwhich initially shall be the Corporate Trust Office of the Trustee (which, a "for the avoidance of doubt, need not be located in Manhattan)) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person Holder entitled thereto as such address shall appear in the Note Register; provided, further, however, Notes represented by one or more Global Notes registered in the name or held by DTC or its nominee shall be made in accordance with DTC’s applicable procedures.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)900,000,000, but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03, and except as may be limited by applicable law; provided that the aggregate principal amount of Senior Secured Notes outstanding at any time shall not exceed $1.9 billion. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof900,000,000. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers Company may issue Additional Notes hereunder and the Issuers may be required to issue hereunder. Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% 9 5/8% Senior Notes Secured Notes, Series A, Due 20112007" of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 20112007. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% 9 5/8% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 20031999, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, 15 a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22May 17, 20031999, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of issuance of such Additional Notes; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers Company will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided, however, that any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be under this Indenture are issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote accordance with Sections 303 and consent together on all matters 1011 hereof, as one class, and none part of the Original Notes will have same series as the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureNotes. The Notes shall be known and designated as the "10_% “12% Senior Secured Notes Due 2011" due 2015” of the Issuers. The final Stated Maturity of the Notes shall be May December 1, 2011. Interest on 2015, and the Outstanding principal amount of Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% 12% per annum and will be payable semiannually in arrears on May 1 and from November 1 in each year24, commencing on November 12009, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for orfor, if no interest has been paidpayable on June 1, from April 222010 and semi-annually thereafter on June 1 and December 1 in each year and at said Stated Maturity, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if and to the Person in whose name the Note (or any Note predecessor Note) is surrendered for exchange registered at the close of business on the May 15 and November 15 (whether or after not a record date for an Business Day) immediately preceding such Interest Payment Date that will occur on or after the date of such exchange(each, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment a “Regular Record Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above”). The principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that such purpose (eachor, a "Place at the option of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b)Issuers, payment of interest may be made by check mailed or wire transfer to the Holders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and Liquidated Damages on a Note may interest, if any, with respect to Notes represented by one or more Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the account accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuers, the Issuers’ office or agency shall be the office of the trustee maintained for such purpose. Holders shall have the right to require the Issuers to purchase their Notes, in whole or in part, in the event of a Global Note or Change in Control pursuant to Section 1017. The Notes shall be subject to repurchase pursuant to an offer to purchase as provided in Section 1018. The Notes shall be redeemable as provided in Article Eleven. The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by check mailed the Issuers are irrevocably and unconditionally guaranteed, to the address extent set forth herein, by each of the Person entitled thereto as such address shall appear in the RegisterSubsidiary Guarantors.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “5.90% Senior Notes Due 2011" due 2033” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrueeach Note shall become due and payable to the Holder thereof on September 21, subject to Section 3.11, at 2033 (the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 5.90% per annum from September 21, 2023 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Subject to Section 114, such interest shall be payable semi-annually on March 21 and September 21 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paidin equal installments, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be the March 20 or September 20 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$1,000,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 504 hereof. Additional Notes ranking pari passu with the Notes issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and, if applicable, the date from which interest accrues and the first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in Canadian dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in Article Four hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose Notes except as provided in Article Seven hereof. The Notes shall be subject to the covenants (eachand the related definitions) set forth in Article Nine of the Indenture (except those set forth in Section 906 thereof which is replaced by Section 605 of this Supplemental Indenture) and, a "Place of Payment") except as otherwise provided herein, to any other covenant in the manner provided Indenture and this Supplemental Indenture. The defeasance and discharge provisions set forth in Section 4.01(b)Article Three of the Indenture shall apply to the Notes as amended, supplemented or superseded by Article Nine hereof. The Notes shall be subject to the covenants in Article Seven of the Indenture; provided, however, that, with respect to the Notes and this Supplemental Indenture, clause (a)(1) of Section 701 of the Indenture shall be replaced with the following: “the Company shall be the continuing Person”. Certain obligations of the Company under the circumstances Notes shall be fully and unconditionally guaranteed by RCCI to the extent set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the RegisterArticle Eight hereof.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially will be limited to $450,000,000 (plus any the Initial Notes and Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance accordance with the covenants contained in Article 4 below and the conditions set forth in terms of this Indenture, including Section 3.03407. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof400,000,000 million. All the Original The 5.125% Notes shall vote and consent together on all matters as one class, and and, none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The 5.125% Notes shall be known and designated as the "10_% “5.125% Senior Notes Due 2011" due 2022” of the Issuers. The final Stated Maturity of the 5.125% Notes shall be May will mature on June 1, 20112022. Each 5.125% Note will bear interest at a rate per annum of 5.125%. Interest on the Outstanding principal amount of 5.125% Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, cash to Holders of record at the close of business on the May 15 and November 15 immediately preceding April 15, and October 15, respectively the Interest Payment Date (each such April May 15 and October November 15, a "“Regular Record Date"”), on June 1 and December 1 of each year, commencing December 1, 2014. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months and accrue from the date of original issuance. Interest on the Original Initial Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22May 16, 2003, 2014; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes (or May 16, 20032014, if no Interest Payment Date has occurred), or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount at maturity of Senior Notes that which may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend 225,000,000, except for Senior Notes issued authenticated and delivered upon registration of transfer of, or in respect thereof exchange for, or in lieu of, other Senior Notes pursuant to Section 4.08)304, but may be increased305, subject 306, 307, 308, 906, 1015, 1016 or 1108, pursuant to compliance with the covenants contained in Article 4 below and the conditions set forth in an Exchange Offer or pursuant to Section 3.03312. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Senior Notes shall be known and designated as the "10_% 11f% Senior Secured Discount Notes Due 2004" and the Exchange Senior Notes shall be known and designated as the "11f% Series B Senior Secured Discount Notes Due 20112004" of the IssuersCompany. The final Their Stated Maturity of the Notes shall be May 1December 15, 20112004. Interest Based on the Outstanding principal amount of Notes issue price thereof, their yield to maturity is 11f%, calculated from December 15, 1997. Cash interest will accrue, subject to Section 3.11, at the rate of 10_% per annum and will not accrue or be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April Senior Notes prior to December 15, and October 152002. Thereafter, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest cash interest on the Original Senior Notes will accrue at a rate of 11f% per annum from December 15, 2002 or from the most recent date Interest Payment Date to which interest has been paid or duly provided for orfor, if no interest has been paidpayable semiannually on June and December in each year, from April 22commencing June 15, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to abovefor. The principal of, of (and premium, if any), and interest and Liquidated Damages, if any, on the Senior Notes shall be payable payable, and the Senior Notes shall be exchangeable and transferable, at the Corporate Trust Office or at such other office or agency of the Issuers Company in The City of New York maintained for that purpose such purposes, (eachwhich initially shall be the office of the Trustee located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, a "Place New York, New York 10286 or, at the option of Payment") in the manner provided in Section 4.01(b); providedCompany, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or paid by check mailed to the address of the Person entitled thereto as such address shall appear in on the Register. Senior Notes that remain outstanding after the consummation of the Exchange Offer and Exchange Senior Notes issued in connection with the Exchange Offer will be treated as a single class of securities under this Indenture. The Senior Notes shall be redeemable as provided in Article Eleven.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend 125,000,000 aggregate principal amount at maturity of Initial Notes, except for Notes issued authenticated and delivered upon registration of transfer of, or in respect thereof exchange for, or in lieu of, other Notes pursuant to Section 4.08)304, but may be increased305, 306, 307, 310, 906, 1012, 1013 or 1108, pursuant to an Exchange Offer or pursuant to a Private Exchange Offer, and, subject to compliance with the covenants contained in Article 4 below this Indenture, including Section 1008 as a new Incurrence of Indebtedness by the Issuers, up to $250,000,000 aggregate principal amount of additional Notes (the "Additional Notes") having substantially identical terms and conditions to the conditions set forth in Section 3.03Initial Notes. Any Additional Notes shall constitute part of the same issue as the Initial Notes offered on the date of this Indenture. The Initial Notes and the Additional Notes shall be known and designated as the "7 7/8% Senior Notes due 2011," and the Exchange Notes shall be known and designated as the "7 7/8% Senior Notes due 2011," in each case, of the Issuers. The Notes will initially be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as 125,000,000 with a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% Senior Notes Due 2011" of the Issuers. The final Stated Maturity of the Notes shall be May 1February 15, 2011. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the a rate of 10_% per annum of 7 7/8% and will be payable semiannually in cash and in arrears to the Holders of record on May each February 1 or August 1 immediately preceding the interest payment date on February 15 and November 1 in August 15 of each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April August 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date")1999. Interest on the Original Notes will accrue from the most recent interest payment date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22February 26, 20031999. All references to the principal amount of the Notes herein are references to the principal amount at final maturity. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if Interest on any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchangeoverdue principal, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, (to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damagesor premium, if any, at a rate of 1% per annum in excess of the interest rate referred to aboveshall be payable on demand. The principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office office or agency of the Issuers maintained for such purpose in the Borough of Manhattan, The City of New York, or at such other office or agency of the Issuers as may be maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b)such purpose; provided, however, that, under at the circumstances set forth in Section 4.01(b)option of the Issuers, payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or paid by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear on the Note Register. Holders shall have the right to require the Issuers to purchase their Notes, in whole or in part, in the Registerevent of a Change of Control pursuant to Section 1012. The Notes shall be subject to repurchase by the Issuers pursuant to an Excess Proceeds Offer as provided in Section 1013. The Notes shall be redeemable as provided in Article Eleven and in the Notes.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided, however that any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance under this Indenture rank pari passu with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be Notes, are issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote accordance with Sections 202, 312, 1011 and consent together on all matters as one class1012 hereof, and none of the Original Notes will have the right to vote or consent as form a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a single class with the other Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes (except that any series of Notes that is not fungible with the Initial Notes for U.S. Federal income tax purposes may be treated as Notes for all purposes of the provisions of this Indenture relating to transfer and exchange as a separate class that does not trade fungibly with Notes that have differing treatment under U.S. Federal income tax law and will be assigned a different CUSIP or other identification number). Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture. The Notes shall be known and designated as the "10_% “9.500% Senior Notes Due 2011" due 2021” of the IssuersCompany. The final Stated Maturity of the Notes shall be May April 1, 20112021. Interest on the Outstanding principal amount of The Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each yearset forth below from April 4, commencing on November 12016, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for orfor. Interest on the Notes is payable on October 1, if no interest has been paid2016 and semi-annually thereafter on April 1 and October 1 in each year and at said Stated Maturity, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if and to the Person in whose name the Note (or any Note predecessor Note) is surrendered for exchange registered at the close of business on or after a record date for an the March 15 and September 15 immediately preceding such Interest Payment Date that will occur on or after the date of such exchange(each, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment a “Regular Record Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above”). The principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that such purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); providedCity of New York or, howeverat the option of the Company, that, under payments of interest may be made by check mailed to the circumstances Holders of the Notes at their respective addresses set forth in Section 4.01(b)the Note Register of Holders; provided that all payments of principal, payment premium, if any, and interest, if any, with respect to Notes represented by one or more permanent global notes registered in the name of interest and Liquidated Damages on a Note may or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the account accounts specified by the Holder or Holders thereof. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Global Note or Change of Control pursuant to Section 1017. The Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 1018 and a Loss Proceeds Offer as provided in Section 1020. The Notes shall be redeemable as provided in Article Eleven of this Indenture and Paragraph 6 of the Notes. The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by check mailed the Company is irrevocably unconditionally guaranteed, to the address extent set forth herein, by each of the Person entitled thereto as such address shall appear in the RegisterGuarantors.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “6.11% Senior Notes Due 2011" due 2040” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrueeach Note shall become due and payable to the Holder thereof on August 25, subject to Section 3.11, at 2040 (the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 6.11% per annum from August 25, 2010 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable semi-annually in equal installments on February 25 and August 25 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paidcommencing on February 25, from April 222011, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be the February 10 or August 10 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$800,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in Canadian dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Company under the Notes shall be fully and unconditionally guaranteed by the Holder of a Global Note or by check mailed Guarantor to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof245.0 million. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “9.50 % Senior Notes Due 2011" 2017” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1June 15, 20112017. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 9.50 % per annum and will be payable semiannually semi-annually in arrears on May 1 June 15 and November 1 December 15 in each year, commencing on November 1December 15, 20032009, to Holders holders of record at the close of business on the immediately preceding April 15, June 1 and October 15December 1, respectively (each such April 15 June 1 and October 15December 1, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided provided, that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable payable, and the Notes may be exchanged or transferred, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (eachwhich initially shall be the Corporate Trust Office of the Trustee (which, a "for the avoidance of doubt, need not be located in Manhattan)) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person Holder entitled thereto as such address shall appear in the Note Register.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided, however, that any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be under this Indenture are issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters accordance with Section 303 hereof, as one class, and none part of the Original Notes will have same series as the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureNotes. The Notes shall be known and designated as the "10_% “5.750% Senior Notes Due 2011" due 2031” of the Issuers. The final Stated Maturity of the Notes shall be May October 1, 2011. Interest on 2031, and the Outstanding principal amount of Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% 5.750% per annum and will be payable semiannually in arrears on May 1 and November 1 in each yearfrom July 18, commencing on November 12024, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for oron the Notes. Interest on the Notes is payable semi-annually on April 1 and October 1 of each year, if no interest has been paidcommencing on April 1, from April 222025 and at the applicable Stated Maturity, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal of such Note is paid or duly provided for orand to the Person in whose name such Note (or any Predecessor Note), if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange registered at the close of business on or after a record date for an March 15 and September 15 immediately preceding such Interest Payment Date that will occur on or after the date of such exchange(each, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment a “Regular Record Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above”). The principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that such purpose (eachwithin the City and State of New York or, a "Place at the option of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b)Issuers, payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and Liquidated Damages on a Note may interest with respect to Notes represented by one or more Global Notes registered in the name of or held by the Depositary or its nominee will be made by wire transfer of immediately available funds to the account accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuers, the Issuers’ office or agency in New York shall be the office of the trustee maintained for such purpose. Holders shall have the right to require the Issuers to purchase their Notes, in whole or in part, in the event of a Global Note or Change in Control pursuant to Section 1016. The Notes shall be redeemable as provided in Article Eleven. If the Notes are guaranteed, the due and punctual payment of principal of, premium, if any, and interest on the Notes payable by check mailed the Issuers is irrevocably and unconditionally guaranteed, to the address extent set forth herein, by each of the Person entitled thereto as such address shall appear in the RegisterGuarantors.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof500.0 million. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a single class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “6.75% Senior Notes Due 2011" due 2019” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1April 15, 20112019. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 6.75% per annum and will be payable semiannually payable, semi-annually in arrears on May 1 April 15 and November 1 October 15 in each year, commencing on November 1April 15, 20032011, to Holders holders of record at the close of business on the immediately preceding April 15, 1 and October 151, respectively (each such April 15 1 and October 151, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the date hereof; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof750.0 million. All the Original The Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “6 7/8% Senior Notes Due 2011" due 2019” of the Issuers. The final Stated Maturity of the Notes shall be May 1November 15, 20112019. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 6.875% per annum and will be payable semiannually semi-annually in arrears on May 1 15 and November 1 15 in each year, commencing on November 1May 15, 20032012, to Holders holders of record at the close of business on the immediately preceding April 15, May 1 and October 15November 1, respectively (each such April 15 May 1 and October 15November 1, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22November 8, 2003, 2011; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes or, 2003if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)1,000,000,000, but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03, and except as may be limited by applicable law; provided that the aggregate principal amount of Senior Secured Notes outstanding at any time shall not exceed $1.9 billion. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof1,000,000,000. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers Company may issue Additional Notes hereunder and the Issuers may be required to issue hereunder. Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% 9 7/8% Senior Notes Secured Notes, Series B, Due 20112007" of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 20112007. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% 9 7/8% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 20031999, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, 15 a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22May 17, 20031999, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of issuance of such Additional Notes; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers Company will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof200.0 million. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “101/4% Senior Notes Due 2011" due 2019” of the Issuers. The final Stated Maturity of the Notes shall be May 1November 15, 20112019. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 101/4% per annum and will be payable semiannually payable, in each case, semi-annually in arrears on May 1 15 and November 1 15 in each year, commencing on November 1May 15, 20032010, to Holders holders of record at the close of business on the immediately preceding April 15, May 1 and October 15November 1, respectively (each such April 15 and October 15date, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22November 17, 2003, 2009; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount at maturity of Notes that Securities which may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes 200,000,000 issued on the date hereof, except for Securities authenticated and delivered upon registration of transfer of, or in respect thereof exchange for, or in lieu of, other Securities pursuant to Section 4.083.04, 3.05, 3.06, 9.06 or 11.08 or in connection with an Offer to Purchase pursuant to Section 10.13 or 10.17 (all Securities referred to in this exception being deemed "Substitute Securities"). The Issuer may issue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, but may be increasedin each case pursuant to a Board Resolution, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued , included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount at maturity of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 3.09 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount at maturity of Original Securities and Exchange Securities Outstanding exceed $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture200,000,000. The Notes Securities shall be known and designated as the "10_% 10 1/2% Senior Notes Due 2011due 2008" of the IssuersIssuer. The final Stated Maturity of the Notes Securities shall be May 1November 15, 20112008. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, The Securities shall bear cash interest at the rate of 10_% 10 1/2% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15principal amount at maturity of the Notes, and October 15from December 8, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue 1998 or from the most recent date Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on May 15 and November 15, commencing May 15, 1999, until the principal thereof is paid or made available for orpayment; provided, however, with respect to Original Securities, if no interest there has been paida Registration Default, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that Step-Up will occur on or after and the date of such exchange, interest on Original Securities will from then bear Special Interest to but excluding the Note received in exchange thereof will accrue from the date of such Interest Payment Step-Down Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated DamagesAccrued Special Interest, if any, at a rate shall be paid in cash in arrears semi-annually on May 15 and November 15 in each year, and the amount of 1% per annum in excess accrued Special Interest shall be determined on the basis of the interest rate referred number of days actually elapsed. With respect to aboveGlobal Securities, the Issuer will pay interest, if any, on such Securities to the bearers of such Securities. Holders of such Global Securities must surrender such Securities to the Trustee to collect principal payments. The principal of, of and premium, if any, and interest and Liquidated Damages, if any, on the Notes Securities shall be payable at the Corporate Trust Office or corporate trust office of the Trustee in the Borough of Manhattan, the City of New York, New York, maintained for such purpose and at such any other office or agency of maintained by the Issuers maintained Issuer for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b)such purpose; provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Issuer payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 10.13 and 10.17 of the Indenture. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Issuer as provided in Article Twelve. The Securities are guaranteed by the Guarantor as set forth in Article IV of this Indenture. A copy of an appropriate record of such action shall be certified by the Secretary or any Assistant Secretary of the Issuer and delivered to the Trustee at or prior to the delivery of the Officers' Certificate or the trust indenture supplemental hereto setting forth the terms of such Securities. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under the Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes 600 million, shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “10.5% Senior Subordinated Notes Due 2011" due 2016” of the IssuersCompany. The final Stated Maturity of the Notes shall be May January 1, 20112016. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 10.5% per annum and will be payable semiannually semi-annually in arrears on May January 1 and November July 1 in each year, commencing on November July 1, 20032006, to Holders holders of record at the close of business on the immediately preceding April 15, December 15 and October June 15, respectively (each such April December 15 and October June 15, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22December 21, 2003, 2005; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “6.80% Senior Notes Due 2011" due 2018” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrue, subject each Note shall be become due and payable to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears Holder thereof on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April August 15, and October 15, respectively 2018 (each such April 15 and October 15, a "Regular Record the “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 6.80% per annum from August 6, 2008, or the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable on February 15, 2009 and semi-annually thereafter on February 15 and August 15 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be February 1 or August 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which U.S.$1,400,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in U.S. dollars. Any payment of Additional Amounts hereunder shall also be payable in U.S. dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment except as otherwise provided herein, to any other covenant in the Indenture, and to the defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of interest the Company under the Notes shall be fully and Liquidated Damages unconditionally guaranteed on a Note may be made joint and several basis by wire transfer each of immediately available funds the Guarantors to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “3.00% Senior Notes Due 2011" due 2023” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrue, subject each Note shall become due and payable to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears Holder thereof on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April March 15, and October 15, respectively 2023 (each such April 15 and October 15, a "Regular Record the “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 3.00% per annum from March 7, 2013 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable on September 15, 2013 and semi-annually thereafter on March 15 and September 15 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be March 1 or September 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which U.S.$500,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in U.S. dollars. Any payment of Additional Amounts hereunder shall also be payable in U.S. dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Company under the Notes shall be fully and unconditionally guaranteed by the Holder of a Global Note or by check mailed Guarantor to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of Notes that Securities which may be authenticated and delivered and Outstanding under this Indenture is initially limited unlimited. The Company may issue Exchange Securities from time to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof time pursuant to Section 4.08), but may be increasedan Exchange Offer, subject to compliance with the covenants contained Section 303, in Article 4 below and the conditions set forth authorized denominations in Section 3.03. The Initial Notes will be issued in an aggregate exchange for a like principal amount of $450,000,000 plus the aggregate amount of Original Securities. Upon any Additional Dividend Notes issued in respect thereof. All such exchange the Original Notes Securities shall vote be canceled in accordance with Section 309 and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on shall no longer be deemed Outstanding for any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenturepurpose. The Notes Securities shall be known and designated as the "10_% Senior 5% Notes Due 20112013" of the IssuersCompany. The final Their Stated Maturity of the Notes shall be May 1April 15, 2011. Interest on the Outstanding principal amount of Notes will accrue2013, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1they shall bear interest from April 4, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for, as the case may be, at a per annum interest rate of 5%, until the principal thereof is paid or made available for orpayment; PROVIDED, HOWEVER, with respect to Original Securities, if no interest there has been paida Registration Default, a Step-Up will occur and the Original -26- Securities will from then bear Special Interest until the Step-Down Date. Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually on April 22, 200315 and October 15 in each year, and interest the amount of accrued Special Interest shall be determined on the basis of a 365-day year and the number of days actually elapsed. In connection with the cash payment of any Additional Notes and Additional Dividend Notes Special Interest, the Company shall notify the Trustee (and Exchange Notes issued in exchange thereforthe "Special Interest Notice") will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record before the later to occur of (i) the Regular Record Date preceding such payment of any Special Interest, and (ii) the date for an on which any such Additional Interest begins to accrue, of the amount of Special Interest to be paid by the Company on the next Interest Payment Date. In the event of the occurrence of a Step-Down Date that will occur on or after during the period between the date on which the Special Interest Notice is given and the next Interest Payment Date, the Company shall so notify the Trustee and shall provide the Trustee with the revised amount of such exchange, interest Special Interest to be paid by the Company on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes Securities shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company in The City of New York, New York maintained for such purpose and at any other office or agency maintained by the Company for such purpose; PROVIDED, HOWEVER, that purpose (each, a "Place at the option of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. If the Securities are issued in the form of a Global Security, payments of the principal of (and premium, if any) and interest on the Securities shall be made in immediately available funds to the Depositary. If the Securities are issued in certificated form, the principal of and premium, if any, and interest on the Securities shall be payable at the corporate trust office of the Trustee in The City of New York, New York, maintained for such purpose and at any other office or agency maintained by the Company for such purpose; PROVIDED, HOWEVER, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Company as provided in Article Twelve. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under this Indenture, including without limitation, amendments, waivers and redemptions.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Supplemental Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof300.0 million. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Supplemental Indenture. The Notes shall be known and designated as the "10_% “4.750% Senior Notes Due 2011" 2027” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1July 15, 20112027. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 4.750% per annum and will be payable semiannually semi-annually in arrears on May 1 January 15 and November 1 July 15 in each year, commencing on November 1January 15, 20032020, to Holders holders of record at the close of business on the immediately preceding April 15, and October 15January 1 or July 1, respectively (each such April 15 and October 15January 1 or July 1, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided provided, that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable payable, and the Notes may be exchanged or transferred, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (eachwhich initially shall be the Corporate Trust Office of the Trustee (which, a "for the avoidance of doubt, need not be located in Manhattan)) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person Holder entitled thereto as such address shall appear in the Note Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially will be limited to $450,000,000 (plus any the Initial Notes and Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance accordance with the covenants contained in Article 4 below and the conditions set forth in terms of this Indenture, including Section 3.03407. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof500 million. All the Original The 5.50% Notes shall vote and consent together on all matters as one class, and and, none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The 5.50% Notes shall be known and designated as the "10_% “5.50% Senior Notes Due 2011" due 2023” of the Issuers. The final Stated Maturity of the 5.50% Notes shall be May will mature on April 1, 20112023. Each 5.50% Note will bear interest at a rate per annum of 5.500%. Interest on the Outstanding principal amount of 5.50% Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, cash to Holders of record at the close of business on the March 15 and September 15 immediately preceding April 15, and October 15, respectively the Interest Payment Date (each such April March 15 and October September 15, a "“Regular Record Date"”), on April 1 and October 1 of each year, commencing October 1, 2013. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months and accrue from the date of original issuance. Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 223, 2003, 2013; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from the Interest Payment Date immediately preceding the date of issuance of such Additional Notes (or April 223, 20032013, if no Interest Payment Date has occurred), or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “3.65% Senior Notes Due 2011" due 2027” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrueeach Note shall become due and payable to the Holder thereof on March 31, subject to Section 3.11, at 2027 (the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 3.65% per annum from March 31, 2020 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable semi-annually on March 31 and September 30 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paidin equal installments, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be the March 15 or September 15 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$1,500,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in Canadian dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Company under the Notes shall be fully and unconditionally guaranteed by the Holder of a Global Note or by check mailed Guarantor to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of Notes that Securities which may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03unlimited. The Initial Notes Securities will initially be issued in an aggregate principal amount of $450,000,000 plus 400,000,000, except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities pursuant to ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇, ▇▇▇, ▇▇▇ ▇▇ ▇▇▇▇. The Company may, without the aggregate consent of the Holders, create and issue Additional Securities ranking equally with the Securities and otherwise similar in all respects so that the Additional Securities shall be consolidated and form a single series with the Securities. The Trustee shall authenticate Additional Securities upon receipt of an Officers' Certificate, subject to Section 303, specifying the amount of any Additional Dividend Notes issued in respect thereofSecurities to be authenticated. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers The Company may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes Exchange Securities from time to time. Initial Additional Notes (including any time pursuant to an Exchange Notes issued Offer, in each case pursuant to a Board Resolution, subject to Section 303, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange therefor) for a like principal amount of Original Securities. Upon any such exchange the Original Securities shall be canceled in accordance with Section 309 and Additional Dividend Notes (including shall no longer be deemed Outstanding for any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenturepurpose. The Notes Securities shall be known and designated as the "10_% Senior 7.80% Notes Due due 2011" of the IssuersCompany. The final Their Stated Maturity of the Notes shall be May 1March 15, 2011. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April they shall bear interest from March 15, and October 152001, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for, as the case may be, at a per annum interest rate of 7.80%, until the principal thereof is paid or made available for orpayment; PROVIDED, HOWEVER, with respect to Original Securities, if no interest there has been paida Registration Default, a Step-Up will occur and the Original Securities will from April 22then bear Special Interest until the Step-Down Date. Accrued Special Interest, 2003if any, shall be paid in cash in arrears semi-annually on March 15 and September 15 in each year, and interest the amount of accrued Special Interest shall be determined on the basis of a 365-day year and the number of days actually elapsed. In connection with the cash payment of any Additional Notes and Additional Dividend Notes Special Interest, the Company shall notify the Trustee (and Exchange Notes issued in exchange thereforthe "Special Interest Notice") will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record before the later to occur of (i) the Regular Record Date preceding such payment of any Special Interest, and (ii) the date for an on which any such Additional Interest begins to accrue, of the amount of Special Interest to be paid by the Company on the next Interest Payment Date. In the event of the occurrence of a Step-Down Date that will occur on or after during the period between the date on which the Special Interest Notice is given and the next Interest Payment Date, the Company shall so notify the Trustee and shall provide the Trustee with the revised amount of such exchange, interest Special Interest to be paid by the Company on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes Securities shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company in The City of New York, New York maintained for such purpose and at any other office or agency maintained by the Company for such purpose; PROVIDED, HOWEVER, that purpose (each, a "Place at the option of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. If the Securities are issued in the form of a Global Security, payments of the principal of (and premium, if any) and interest on the Securities shall be made in immediately available funds to the Depositary. If the Securities are issued in certificated form, the principal of and premium, if any, and interest on the Securities shall be payable at the corporate trust office of the Trustee in The City of New York, New York, maintained for such purpose and at any other office or agency maintained by the Company for such purpose; PROVIDED, HOWEVER, that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be redeemable as provided in Article Eleven. The Securities shall not have the benefit of any sinking fund obligations. The Securities shall be subject to defeasance at the option of the Company as provided in Article Twelve. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under this Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. The aggregate principal amount of Notes that may shall be entitled the “8.250% Senior Subordinated Notes due 2018.” The Trustee shall authenticate the Notes to be authenticated and delivered and Outstanding under this Supplemental Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with on the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued Issue Date in an aggregate principal amount equal to $200,000,000, upon delivery of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenturean Authentication Order. The Notes shall be known and designated as the "10_% Senior Notes Due 2011" of the Issuers. The final Stated Maturity of the Notes shall be May will mature on September 1, 20112018. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 8.250% per annum and will be payable semiannually in arrears cash on May each March 1 and November September 1 in (each yearbeing an “Interest Payment Date”), commencing on November March 1, 20032011 in the case of the Initial Notes, to the Persons who are registered Holders of record Notes at the close of business on the February 15 and August 15 immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record the applicable Interest Payment Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from including the most recent date of issuance to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for but excluding the actual Interest Payment Date. If an Interest Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest Payment Date will occur on or after the date of such exchange, interest be made on the Note received in exchange thereof will accrue from next succeeding Business Day with the date of same force and effect as if made on such Interest Payment Date, and no additional interest will accrue as a result of such delayed payment. The Issuers will pay interest on overdue principal andNotes shall be redeemable as provided in Article Twelve and subject to Defeasance and Covenant Defeasance as provided in Article Sixteen. The Notes shall have such other terms as are indicated in Annex A. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of the Indenture, and the Company, the Guarantors and the Trustee, by their execution and delivery of the Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent lawful, on overdue installments any provision of interest (including interest to be paid in any Note conflicts with the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess express provisions of the interest rate referred to aboveIndenture, the provisions of the Indenture shall govern and be controlling. The principal of, and premium, if any, and interest and Liquidated Damages, if any, Notes shall rank on parity with the 9.250% Senior Subordinated Notes due 2013 that remain still outstanding on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the RegisterIssue Date.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Supplemental Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof€290.0 million. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Supplemental Indenture. The Notes shall be known and designated as the "10_% “2.625% Senior Notes Due 2011" 2029” of the IssuersCompany. The final Stated Maturity of the Notes shall be May February 1, 20112029. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 2.625% per annum and will be payable semiannually semi-annually in arrears on May February 1 and November August 1 in of each year, commencing on November August 1, 20032022, to Holders holders of record at the close of business on the immediately preceding April 15, and October 15January 15 or July 15 (whether or not a Business Day), respectively (each such April January 15 and October or July 15, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided provided, that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers Company will pay interest on overdue principal andmaintain one or more Paying Agents for the Notes in London, to the extent lawfulUnited Kingdom. The Company will initially appoint Elavon Financial Services DAC, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) UK Branch as initial Paying Agent and overdue amounts of Liquidated DamagesElavon Financial Services DAC, if any, at a rate of 1% per annum in excess of the interest rate referred to aboveUK Branch hereby accepts such appointment. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable payable, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose in London, United Kingdom (eachwhich initially shall be office of the Paying Agent, a "located at ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person Holder entitled thereto as such address shall appear in the Note Register; provided, further, however, Notes represented by one or more Global Notes registered in the name or held by the Common Depositary or its nominee shall be made in accordance with Euroclear’s and/or Clearstream’s applicable procedures.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this the Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof700.0 million. All the Original The Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “5.75% Senior Notes Due 2011" due 2022” of the Issuers. The final Stated Maturity of the Notes shall be May June 1, 20112022. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 5.75% per annum and will be payable semiannually semi-annually in arrears on May June 1 and November December 1 in each year, commencing on November December 1, 20032012, to Holders holders of record at the close of business on the immediately preceding April 15, May 15 and October November 15, respectively (each such April May 15 and October November 15, a "“Regular Record Date"”). Interest on the Original Initial Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22May 18, 2003, 2012; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes or, 2003; if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance, provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note Notes received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers Additional Notes will pay interest on overdue principal and, to vote (or consent) as a class with the extent lawful, on overdue installments other Notes and otherwise be treated as Notes for all purposes of interest (including interest to be paid this Indenture. If any Additional Notes are issued in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, an offering not registered under the circumstances Securities Act, any additional transfer restrictions and similar or related provisions may be set forth in a supplemental indenture at the time such Additional Notes are issued. (a) Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address 3.2 of the Person entitled thereto as such address Base Indenture shall appear be deleted in its entirety and replaced with the Register.following:

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of up to $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof2,500.0 million. All the Original The Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “12.0% Senior Cash Pay Notes Due 2011" due 2014” of the IssuersCompany. The final Stated Maturity of the Notes shall be May September 1, 20112014. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually semi-annually in arrears on May March 1 and November September 1 in each year, commencing on November March 1, 20032008, to Holders holders of record at the close of business on the immediately preceding April 15, February 15 and October August 15, respectively (each such April February 15 and October August 15, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22August 30, 20032007, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest Interest on overdue the Outstanding principal and, to amount of the extent lawful, on overdue installments of interest (including interest to be paid in Notes shall accrue at the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 112.0% per annum and shall be payable entirely in excess cash. Payment of the interest rate referred to above. The principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall will be payable made at the Corporate Trust Office of the Trustee, or at such other office or agency of the Issuers Company maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b)purpose; provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified designated to the Company by the Holder of a Global Note Person entitled thereto or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may will be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03unlimited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof425.0 million. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “Senior Subordinated Notes Due 2011" due 2015” of the IssuersIssuer. The final Stated Maturity of the Notes shall be will mature on May 1, 20112015. Each Note will bear interest at a rate per annum equal to 10%. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, cash to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 1515 (each, a "“Regular Record Date")”) immediately preceding the interest payment date, on May 1 and November 1 of each year, commencing November 1, 2007. Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 2220, 2003, 2007; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The Securities shall be issued in exchange for the outstanding Preferred Shares in accordance with the terms thereof. The aggregate principal amount of Notes that Securities which may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued an amount not to exceed the aggregate liquidation preference of the outstanding Preferred Shares at the Issue Date, except for Securities authenticated and delivered as Secondary Securities pursuant to the fourth paragraph of this Section and Securities authenticated and delivered upon registration of transfer of, or in respect thereof exchange for, or in lieu of, other Securities pursuant to Section 4.08)304, but 305, 306, 906 or 1108 or in connection with an Offer to Purchase pursuant to Section 1013 or 1016. If prior to the Issue Date the Company has not exchanged the Preferred Shares initially issued for Preferred Shares registered under the Securities Act pursuant to the Exchange Offer, the Company may be increasedissue Exchange Securities from time to time pursuant to an Exchange Offer or otherwise, in each case pursuant to a Board Resolution, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued 303, included in an Officers' Certificate delivered to the Trustee, in authorized denominations in exchange for a like principal amount of Original Securities. Upon any such exchange the Original Securities shall be cancelled in accordance with Section 309 and shall no longer be deemed Outstanding for any purpose. In no event shall the aggregate principal amount of $450,000,000 Original Securities and Exchange Securities Outstanding exceed an amount not to exceed the sum of the aggregate liquidation preference of the outstanding Preferred Shares at the Issue Date plus the aggregate principal amount of any Additional Dividend Notes Secondary Securities issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indentureaccordance herewith. The Notes Securities shall be known and designated as the "10_% 14% Senior Subordinated Notes Due 2011due 2009" of the IssuersCompany. The final Stated Maturity of the Notes Securities shall be May February 1, 20112009. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, The Securities shall bear interest at the rate of 10_% 14% per annum and will be payable semiannually in arrears on May 1 and November 1 in each yearannum, commencing on November 1, 2003, to Holders of record at from the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue Issue Date or from the most recent date Interest Payment Date thereafter to which interest has been paid or duly provided for, as the case may be, payable semi-annually on February 1 and August 1, commencing the first such date after the Issue Date until the principal thereof is paid or made available for orpayment. In addition, in the event of any Registration Default, Special Interest will accrue and be payable on the Securities upon the terms of, and in the manner provided by, the Exchange and Registration Rights Agreement, the terms of which are hereby incorporated by reference and made a part hereof. Accrued Special Interest, if no interest has been paidany, from April 22, 2003shall be paid in arrears semi-annually on February 1 and August 1 in each year, and the amount of accrued Special Interest shall be determined on the basis of the number of days actually elapsed and computed as provided in Section 310. In the case of a default in payment of principal and premium, if any, upon acceleration or redemption, interest shall be payable pursuant to the preceding paragraph on any Additional Notes and Additional Dividend Notes such overdue principal (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for orpremium, if no any), such interest has been paidshall be payable on demand and, from April 22if not so paid on demand, 2003; provided such interest shall itself bear interest at the rate of 1% per annum (to the extent that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date payment of such exchangeinterest shall be legally enforceable), interest on the Note received in exchange thereof will and shall accrue from the date of such demand for payment to the date payment of such interest has been made or duly provided for, and such interest on unpaid interest shall also be payable on demand. On each Interest Payment Date occurring on or prior to February 1, 2002, the Company may, at its option, in lieu of the payment in cash of any portion of interest due and payable on such Interest Payment Date, by giving notice to the Trustee not less than 10 nor more than 30 days prior to the Regular Record Date for such Interest Payment Date, execute, and deliver to the Trustee for authentication, together with a Company Order given not less than 10 nor more than 30 days prior to such Interest Payment Date for the authentication and delivery of additional Securities dated such Interest Payment Date in an aggregate principal amount equal to such portion of interest; and the Trustee in accordance with such Company Order shall authenticate and deliver to the Holders of record on such Regular Record Date such additional Securities requested in such Company Order (such duly executed and authenticated additional Securities being of the same series as the Securities and referred to herein as "Secondary Securities"), and the due issuance of such Secondary Securities shall constitute full payment of such portion of interest; provided, however, that interest shall not so be payable in whole or part in Secondary Securities in lieu of cash from and after the date of any deposit of money pursuant to Section 401 or the defeasance or covenant defeasance of the Securities pursuant to Article Twelve. The Issuers will Company shall pay interest on overdue each Secondary Security from the Interest Payment Date to which its issuance relates. Each issuance of Secondary Securities in lieu of the payment in cash of all or any portion of interest on the Securities shall be made pro rata with respect to the Outstanding Securities. All Secondary Securities shall be issued in the same series as the Securities originally issued pursuant to the Indenture, and all Holders of Secondary Securities shall be treated as Holders of Securities for any and all purposes of any Act of Holders or of other action of Holders or otherwise pursuant to this Indenture except as may otherwise be required by law. Any such Secondary Securities shall be governed by the Indenture and the terms of each such Secondary Security shall be identical to the terms of this Security except with respect to, as the case may be, the designation of such Secondary Security (which may (but need not) indicate the Interest Payment Date of its original issuance), its aggregate principal amount, its CUSIP number or other required identifications, any required legends (including with respect to taxation) and the date from which interest accrues and except as may otherwise be required by law. Notwithstanding the foregoing, Secondary Securities may be issued on any given Interest Payment Date in separate series if such is required pursuant to a change in law after the Issue Date, and, in such event, the Holders of Secondary Securities shall continue to the extent lawful, on overdue installments be treated in all respects as Holders of interest Securities for all purposes of this Indenture (including interest with respect to be paid any Act of Holders or any other action of Holders or otherwise pursuant to this Indenture) except as required by such change in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to abovelaw. The principal of, of and premium, if any, and interest and Liquidated Damages, if any, on the Notes Securities shall be payable at the Corporate Trust Office or corporate trust office of the Trustee in the Borough of Manhattan, The City of New York, New York, maintained for such purpose and at such any other office or agency of maintained by the Issuers maintained Company for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b)such purpose; provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Company pursuant to an Offer to Purchase as provided in Sections 1013 and 1016. The Securities shall not have the benefit of any sinking fund obligations. Unless provided pursuant to clause (8) of Section 901 following a Covenant Amendment, the Securities shall not be redeemable at the option of the Company. The Securities shall be subject to defeasance at the option of the Company as provided in Article Twelve. The Securities shall be subordinated in right of payment to Senior Debt as provided in Article Thirteen. Unless the context otherwise requires, the Original Securities and the Exchange Securities shall constitute one series for all purposes under this Indenture, including without limitation, amendments, waivers, redemptions and Offers to Purchase.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)510,000,000, but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03, and except as may be limited by applicable law. The Initial Original Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof510,000,000. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the conditions set forth in Section 3.03 and the covenants contained in Article 4 below, the Issuers Company may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to timehereunder. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “6.875% Senior Notes Notes, Due 2011" 2017” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1June 15, 20112017. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 6.875% per annum and will be payable semiannually in arrears on May 1 June 15 and November 1 December 15 in each year, commencing on November 1December 15, 20032007, to Holders of record at the close of business on the immediately preceding April 15, June 1 and October 15December 1, respectively (each such April 15 June 1 and October 15, December 1 a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003the Issue Date, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of issuance of such Additional Notes; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers Company will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "“Place of Payment"”) in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend unlimited. The aggregate principal amount of Original Notes issued in respect thereof pursuant to Section 4.08), but hereunder shall be $150,000,000. Additional Notes may be increasedissued from time to time, subject to compliance with the covenants contained in Article 4 below and the conditions limitations set forth in Section 3.031010 hereof. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “7¼% Senior Subordinated Notes Due 2011" due 2012” and the Exchange Notes shall be known and designated as the “7¼% Series B Senior Subordinated Notes due 2012,” in each case, of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1December 15, 2011. Interest on the Outstanding principal amount of Notes will accrue2012, subject to Section 3.11, and they shall bear interest at the rate of 10_% 7¼% per annum annum, which rate may be increased in the event of a Registration Default pursuant to Section 5 of the Registration Rights Agreement dated December 29, 2004 by and will be payable semiannually in arrears on May 1 among the Company and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business parties named on the immediately preceding April 15signature pages thereof, and October 15from December 29, respectively (each such April 15 and October 152004, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for orfor, if no payable on June 15, 2001 and semi-annually thereafter on June 15 and December 15 in each year, until the principal thereof is paid in full and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the June 1 or December 1 immediately preceding such interest has been paidpayment date. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if for. Interest on any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchangeoverdue principal, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, (to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and or premium, if any, and shall be payable on demand. Principal of, premium, if any, interest and Liquidated Damages, if any, on the Notes shall will be payable at the Corporate Trust Office office or agency of the Company maintained for such purpose within the City and State of New York or at such other office or agency of the Issuers Company as may be maintained for that purpose (eachsuch purposes, a "Place or at the option of Payment") in the manner provided in Section 4.01(b); providedCompany, howeverpayment of liquidated damages, thatif any, under or interest may be made by check mailed to the circumstances Holders of the Notes at their respective addresses set forth in Section 4.01(b)the register of Holders of Notes or by wire transfer to an account maintained by the payee located in the United States; provided that all payments of principal, payment of premium, if any, interest and Liquidated Damages on a Note may liquidated damages, if any, with respect to Notes represented by one or more permanent global Notes registered in the name of or held by the Depositary or its nominee will be made by wire transfer of immediately available funds to the account accounts specified by the Holder Holders thereof. Until otherwise designated by the Company, the Company’s office or agency in New York will be the office of the Trustee maintained for such purpose. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Global Note or Change of Control pursuant to Section 1016. The Notes shall be subject to repurchase by check mailed the Company pursuant to the address of the Person entitled thereto an Asset Sale Offer as such address provided in Section 1017. The Notes shall appear be redeemable as provided in Article Eleven and in the RegisterNotes. The Indebtedness evidenced by the Notes shall be subordinated in right of payment to Senior Indebtedness as provided in Article Thirteen.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided, however that any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance under this Indenture rank pari passu with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be Notes, are issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote accordance with Sections 202, 312, 1011 and consent together on all matters as one class1012 hereof, and none of the Original Notes will have the right to vote or consent as form a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a single class with the other Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes (except that any series of Notes that is not fungible with the Initial Notes for U.S. Federal income tax purposes may be treated as Notes for all purposes of the provisions of this Indenture relating to transfer and exchange as a separate class that does not trade fungibly with Notes that have differing treatment under U.S. Federal income tax law and will be assigned a different CUSIP or other identification number). Any Additional Notes shall be issued pursuant to a supplemental indenture to this Indenture. The Notes shall be known and designated as the "10_% “10.750% Senior Secured Junior Priority Notes Due 2011" due 2023” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1July 15, 20112023. Interest on the Outstanding principal amount of The Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each yearset forth below from June 25, commencing on November 12018, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for orfor. Interest on the Notes is payable on January 15, if no interest has been paid2019 and semi-annually thereafter on January 15 and July 15 in each year and at said Stated Maturity, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if and to the Person in whose name the Note (or any Note Predecessor Note) is surrendered for exchange registered at the close of business on or after a record date for an the January 1 and July 1 immediately preceding such Interest Payment Date that will occur on or after the date of such exchange(each, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment a “Regular Record Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above”). The principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that such purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); providedCity of New York or, howeverat the option of the Company, that, under payments of interest may be made by check mailed to the circumstances Holders of the Notes at their respective addresses set forth in Section 4.01(b)the Note Register of Holders; provided that all payments of principal, payment premium, if any, and interest, if any, with respect to Notes represented by one or more global notes registered in the name of interest and Liquidated Damages on a Note may or held by the Depository or its nominee shall be made by wire transfer of immediately available funds to the account accounts specified by the Holder or Holders thereof. Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Global Note or Change of Control pursuant to Section 1017. The Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 1018 and a Loss Proceeds Offer as provided in Section 1020. The Notes shall be redeemable as provided in Article Eleven of this Indenture and Paragraph 6 of the Notes. The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by check mailed the Company is irrevocably unconditionally guaranteed, to the address extent set forth herein, by each of the Person entitled thereto as such address shall appear in the RegisterGuarantors.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “5.70% Senior Notes Due 2011" due 2028” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrueeach Note shall become due and payable to the Holder thereof on September 21, subject to Section 3.11, at 2028 (the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 5.70% per annum from September 21, 2023 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Subject to Section 114, such interest shall be payable semi-annually on March 21 and September 21 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paidin equal installments, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be the March 20 or September 20 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$1,000,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 504 hereof. Additional Notes ranking pari passu with the Notes issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and, if applicable, the date from which interest accrues and the first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in Canadian dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in Article Four hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose Notes except as provided in Article Seven hereof. The Notes shall be subject to the covenants (eachand the related definitions) set forth in Article Nine of the Indenture (except those set forth in Section 906 thereof which is replaced by Section 605 of this Supplemental Indenture) and, a "Place of Payment") except as otherwise provided herein, to any other covenant in the manner provided Indenture and this Supplemental Indenture. The defeasance and discharge provisions set forth in Section 4.01(b)Article Three of the Indenture shall apply to the Notes as amended, supplemented or superseded by Article Nine hereof. The Notes shall be subject to the covenants in Article Seven of the Indenture; provided, however, that, with respect to the Notes and this Supplemental Indenture, clause (a)(1) of Section 701 of the Indenture shall be replaced with the following: “the Company shall be the continuing Person”. Certain obligations of the Company under the circumstances Notes shall be fully and unconditionally guaranteed by RCCI to the extent set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the RegisterArticle Eight hereof.

Title and Terms. The aggregate principal amount of Series A Notes that which may be authenticated and delivered and Outstanding under this Indenture for original issue is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)200,000,000, but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of Series B Notes which may be authenticated and delivered under this Indenture for original issue is limited to $450,000,000 plus 200,000,000, and the aggregate amount of Notes outstanding at any Additional Dividend Notes issued one time may not exceed $200,000,000 except as provided in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureSection 2.08 hereof. The Series A Notes shall be known and designated as the "10_% 8 1/2% Series A Senior Subordinated Notes Due 2011due 2007" of the IssuersCompany. The final Stated Maturity of the Series B Notes shall be May 1known and designated as the "8 1/2% Series B Senior Subordinated Notes due 2007" of the Company. Their Stated Maturity shall be February 15, 2011. Interest on the Outstanding principal amount of Notes will accrue2007, subject to Section 3.11, and they shall bear interest at the rate of 10_% 8 1/2% per annum and will be payable semiannually in arrears on May 1 and November 1 in each yearfrom February 14, commencing on November 11997, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date (on either the Series A Notes or the Series B Notes) to which interest has been paid or duly provided for orfor, if no interest has been paidpayable semiannually on August 15 and February 15 in each year, from April 22commencing August 15, 20031997, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from at said Stated Maturity, until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to abovefor. The principal of, of (and premium, if any, on) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office office or agency of the Company maintained for such purpose in The City of New York, or at such other office or agency of the Issuers Company as may be maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b)such purpose; provided, however, that, under at the circumstances set forth in Section 4.01(b)option of the Company, payment of interest and Liquidated Damages will be paid on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or Physical Securities by check mailed to the address addresses of the Person Persons entitled thereto as such address addresses shall appear on the Note Register. Upon the occurrence of a Registration Default (as defined in Exhibit A hereto), additional interest will accrue on the RegisterSeries A Notes for the period and at the rates provided in Exhibit A. Accrued but unpaid interest on any Series A Note that is exchanged for a Series B Note pursuant to the Exchange Offer shall thereupon cease to accrue on such Series A Note, effective as of the date it shall constitute accrued but unpaid interest on and commence to accrue on such Series B Note. The Series A Notes and the Series B Notes shall be considered collectively to be a single class for purposes of this Indenture, including without limitation, waivers, amendments, redemptions and offers to purchase. The Notes shall be redeemable as provided in Article 3 hereof. The Notes shall be subject to defeasance at the option of the Company as provided in Article 8 hereof. The Notes shall be subordinated in right of payment to Senior Indebtedness as provided in Article 10 hereof. The Notes shall be guaranteed by Subsidiary Guarantors as provided in Article 11 hereof.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)$ , but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03, and except as may be limited by applicable law. The Initial Original Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof$ . All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the conditions set forth in Section 3.03 and the covenants contained in Article 4 below, the Issuers Company may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to timehereunder. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “ Senior Notes Notes, Due 2011" 20__” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 201120__. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the following rate of 10_% per annum annum: 1, and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 200320__, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 200320__, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of issuance of such Additional Notes; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers Company will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "“Place of Payment"”) in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)900,000,000, but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03, and except as may be limited by applicable law. The Initial Original Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof900,000,000. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the conditions set forth in Section 3.03 and the covenants contained in Article 4 below, the Issuers Company may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to timehereunder. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “8 1/4% Senior Notes Notes, Due 2011" 2016” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1September 15, 20112016. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 8 1/4% per annum and will be payable semiannually in arrears on May 1 March 15 and November 1 September 15 in each year, commencing on November 1March 15, 20032007, to Holders of record at the close of business on the immediately preceding April 15, March 1 and October 15September 1, respectively (each such April 15 March 1 and October 15, September 1 a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22September 20, 20032006, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of issuance of such Additional Notes; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers Company will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "“Place of Payment"”) in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may will be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof400 million. All the Original The 8.25% Notes shall vote and consent together on all matters as one class, and and, none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The 8.25% Notes shall be known and designated as the "10_% “8.25% Senior Notes Due 2011" due 2019” of the Issuers. The final Stated Maturity 8.25% Notes will mature on January 15, 2019. Each 8.25% Note will bear interest at a rate per annum of the Notes shall be May 1, 20118.25%. Interest on the Outstanding principal amount of 8.25% Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, cash to Holders of record at the close of business on the January 1 and July 1 immediately preceding April 15, and October 15, respectively the interest payment date (each such April 15 January 1 and October 15July 1, a "“Regular Record Date"”), on January 15 and July 15 of each year, commencing January 15, 2011. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months and accrue from the date of original issuance. Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22October 15, 2003, 2010; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially will be limited to $450,000,000 (plus any the Initial Notes and Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance accordance with the covenants contained in Article 4 below and the conditions set forth in terms of this Indenture, including Section 3.03407. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof300 million. All the Original The 4.875% Notes shall vote and consent together on all matters as one class, and and, none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The 4.875% Notes shall be known and designated as the "10_% “4.875% Senior Notes Due 2011" due 2017” of the Issuers. The final Stated Maturity 4.875% Notes will mature on November 15, 2017. Each 4.875% Note will bear interest at a rate per annum of the Notes shall be May 1, 20114.875%. Interest on the Outstanding principal amount of 4.875% Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, cash to Holders of record at the close of business on the November 1 and May 1 immediately preceding April 15, and October 15, respectively the Interest Payment Date (each such April 15 November 1 and October 15May 1, a "“Regular Record Date"”), on November 15 and May 15 of each year, commencing May 15, 2013. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months and accrue from the date of original issuance. Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22November 8, 2003, 2012; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes otes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes (or November 8, 20032012, if no Interest Payment Date has occurred), or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may will be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03unlimited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof450.0 million. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “8 3/4% Senior Notes Due 2011" due 2014” of the IssuersIssuer. The final Stated Maturity of the Notes shall be will mature on May 1, 20112014. Each Note will bear interest at a rate per annum equal to 8 3/4%. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, cash to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 1515 (each, a "“Regular Record Date")”) immediately preceding the interest payment date, on May 1 and November 1 of each year, commencing November 1, 2007. Interest on the Notes shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 2220, 2003, 2007; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof300,000,000 million. All the Original The Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “8.750% Senior Secured Second Lien Notes Due 2011" due 2025” of the Issuers. The final Stated Maturity of the Notes shall be May 1April 30, 20112025. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 8.750% per annum and will be payable semiannually semi-annually in arrears on May 1 April 30 and November 1 October 30 in each year, commencing on November 1October 30, 20032020, to Holders holders of record at the close of business on the immediately preceding April 15, 15 and October 15, respectively (each such April 15 and October 15, a "“Regular Record Date"”). Interest on the Original Initial Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes or, 2003if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “5.38% Senior Notes Due 2011" due 2019” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrue, subject each Note shall become due and payable to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing Holder thereof on November 14, 2003, to Holders of record at 2019 (the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 5.38% per annum from November 4, 2009 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable semi-annually in equal installments on May 4 and November 4 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paidcommencing on May 4, from April 222010, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be the April 19 or October 19 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$500,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in Canadian dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment except as otherwise provided herein, to any other covenant in the Indenture, and to the defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of interest the Company under the Notes shall be fully and Liquidated Damages unconditionally guaranteed on a Note may be made joint and several basis by wire transfer each of immediately available funds the Guarantors to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of each series of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided that any Additional Dividend Notes of a series issued under this Indenture are issued in respect thereof pursuant to Section 4.08)accordance with Sections 2.02, but may be increased3.13 and 10.11 hereof, subject to compliance with as part of the covenants same series as the applicable series of the Initial Notes. The terms and provisions contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one classconstitute, and none of the Original Notes will have the right to vote or consent as are hereby expressly made, a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes part of this Indenture, and the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling. The 2023 Notes shall be known and designated as the "10_% “8.125% Senior Notes Due 2011" 2023” of the IssuersIssuer. The final Stated Maturity of the principal of 2023 Notes shall be May 1July 15, 2011. Interest on 2023, and the Outstanding principal amount of 2023 Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% 8.125% per annum and will be payable semiannually in arrears on May 1 and November 1 in each yearfrom the Issue Date, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for, payable commencing on January 15, 2019 and semi-annually thereafter in arrears on January 15 and July 15 of each year, until the principal thereof is paid or duly provided for orand to the Person in whose name the 2023 Note (or any Predecessor Note) is registered at the close of business (if applicable) on the January 1 and July 1 (whether or not a Business Day) immediately preceding such Interest Payment Date (each, if no interest has been paida “Regular Record Date”). The 2026 Notes shall be known and designated as the “9.125% Senior Notes Due 2026” of the Issuer. The Stated Maturity of the principal of 2026 Notes shall be July 15, from April 22, 20032026, and the 2026 Notes shall bear interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue at the rate of 9.125% per annum from the Issue Date, or from the most recent date Interest Payment Date to which interest has been paid or duly provided for, payable commencing on January 15, 2019 and semi-annually thereafter in arrears on January 15 and July 15 of each year, until the principal thereof is paid or duly provided for or, and to the Person in whose name the 2026 Note (or any Predecessor Note) is registered at the close of business (if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange applicable) on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment each Regular Record Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office offices or at such other office or agency agencies of the Issuers Issuer maintained for that such purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances as set forth in Section 4.01(b)3.02, or, at the option of the Issuer, payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address Holders at their respective addresses set forth in the Note Register of Holders or by wire transfer; provided that all payments of principal, premium, if any, and interest with respect to Notes represented by one or more Global Notes registered in the name of or held by the Depository or its nominee will be made in accordance with the Depository’s applicable procedures. Holders shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 10.16. The Notes shall be subject to repurchase pursuant to an Asset Sale Offer as provided in Section 10.17. The Notes shall be redeemable as provided in Article Eleven. The due and punctual payment of principal of (and premium, if any) and interest on the Notes payable by the Issuer is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Person entitled thereto as such address shall appear in the RegisterGuarantors.

Title and Terms. The (a) Subject to the provisions of this Indenture and applicable law, the aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding under this Indenture is initially limited unlimited. The Company may issue Exchange Notes from time to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof time pursuant to Section 4.08)an exchange offer, but may be increased, in each case pursuant to a Board Resolution and subject to compliance with the covenants contained Section 303, in Article 4 below and the conditions set forth authorized denominations in Section 3.03. The Initial Notes will be issued in an aggregate exchange for a like principal amount of $450,000,000 plus the aggregate amount of Original Notes and Additional Notes, if any. Upon any Additional Dividend Notes issued in respect thereof. All such exchange, the Original Notes shall vote be cancelled in accordance with Section 309 and consent together on all matters as one class, and none of the Original Notes will have the right shall no longer be deemed Outstanding for any purpose. The Company may from time to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may time issue Additional Notes hereunder pursuant to a Board Resolution and the Issuers may be required subject to issue Additional Dividend Notes from time to time. Initial Additional Section 312. (b) The Notes (including any Exchange Notes issued in exchange thereforAdditional Notes) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “6¾ % Senior Subordinated Notes Due 2011" due 2013” of the IssuersCompany. The Their final Stated Maturity of the Notes maturity date shall be May March 1, 2011. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, 2013 and they shall bear interest at the rate of 10_% 6¾ % per annum and will be payable semiannually in arrears on May 1 and November 1 in each yearannum, commencing on November 1from February 24, 20032005, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for orfor, if no interest has been paidas the case may be, from April 22regardless of when issued, 2003payable semi-annually in arrears on March 1 and September 1, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from commencing September 1, 2005, until the most recent date to which interest has been principal thereof is paid or duly provided made available for orpayment. Notwithstanding the foregoing, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Special Interest Payment Date that will occur on or after the date of such exchange, interest shall be payable on the Note received in exchange thereof will accrue from Notes under the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid circumstances and in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damagesmanner specified in the Registration Rights Agreement. Accrued Special Interest, if any, at a rate shall be paid in cash in arrears semi-annually on March 1 and September 1 of 1% per annum each year. Whenever in excess this Indenture there is mentioned, in any context, interest on, or in respect of, any Note, such mention shall be deemed to include mention of Special Interest to the interest rate referred to above. extent that, in such context, Special Interest is, was or would be accrued or payable in respect thereof and express mention of Special Interest in any provisions hereof shall not be construed as excluding Special Interest in those provisions hereof where such express mention is not made. (c) The principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Company in The City of New York, New York, maintained for that such purpose or at any other office or agency maintained by the Company for such purpose (each, a "Place which shall initially be an office or agency of Payment") in the manner provided in Section 4.01(bTrustee); provided, however, that, under that at the circumstances set forth in Section 4.01(b), payment option of the Company interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or paid (1) by check mailed to the address of the Person entitled thereto as such address shall appear in the RegisterNote Register or (2) by wire transfer to an account located in the United States maintained by the payee. (d) Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1015. The Notes shall be subject to repurchase by the Company pursuant to a Prepayment Offer as provided in Sections 1013. (e) The Notes shall be redeemable as provided in Article Eleven and in the Notes. (f) The due and punctual payment of principal of, and premium, if any, and interest on the Notes payable by the Company is irrevocably and unconditionally guaranteed, to the extent set forth herein, by each of the Notes Guarantors. (g) The Notes shall be subject to defeasance at the option of the Company as provided in Article Thirteen. (h) The Notes do not have the benefit of any sinking fund obligation. (i) Unless the context otherwise requires, the Original Notes, the Additional Notes and the Exchange Notes shall constitute one class and series of securities for all purposes under this Indenture, including with respect to any amendment, waiver, acceleration or other Act of Holders or, redemption, Prepayment Offer or Change of Control Offer.

Title and Terms. The aggregate principal amount of Notes that Securities which may be authenticated and delivered and Outstanding under this Indenture is initially limited to unlimited. On the Closing Date the Issuer shall issue $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an 325,000,000 aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All Securities (constituting the Original Notes shall vote Securities). The Issuer may from time to time issue Additional Securities, in each case pursuant to a Board Resolution and consent together on all matters as one classsubject to Section 303, and none provided that such issuance does not result in a breach or violation any of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers herein. The Issuer may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes Exchange Securities from time to time. Initial Additional Notes (including any time pursuant to an Exchange Notes issued Offer, in each case pursuant to a Board Resolution and subject to Section 303, in authorized denominations in exchange therefor) for a like principal amount of Original Securities or Additional Securities. Upon any such exchange the Original Securities or Additional Securities, as the case may be, shall be cancelled in accordance with Section 310 and Additional Dividend Notes (including shall no longer be deemed Outstanding for any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenturepurpose. The Notes Securities shall be known and designated as the "10_% 10% Senior Discount Notes Due 2011due 2008" of the IssuersIssuer. The final Their Stated Maturity of the Notes shall be May 1March 15, 2011. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, 2008 and they shall bear interest at the rate of 10_% 10% per annum and will be payable semiannually in arrears on May 1 and November 1 in each yearannum, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April from March 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue 2003 or from the most recent date Interest Payment Date to which interest has been paid or duly provided for orfor, if no interest has been paidas the case may be, from April 22payable semi-annually in arrears on March 15 and September 15, commencing September 15, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided made available for orpayment. Notwithstanding the foregoing, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Special Interest Payment Date that will occur on or after the date of such exchange, interest shall be payable on the Note received in exchange thereof will accrue from Securities under the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid circumstances and in the form of Additional Dividend Notes) manner specified in the Exchange and overdue amounts of Liquidated DamagesRegistration Rights Agreement, which is hereby incorporated by reference herein and made a part hereof. Accrued Special Interest, if any, at a rate shall be paid in cash in arrears semi-annually on March 15 and September 15 in each year. Whenever in this Indenture there is mentioned, in any context, interest on, or in respect of, any Security, such mention shall be deemed to include mention of 1% per annum Special Interest to the extent that, in excess such context, Special Interest is, was or would be accrued or payable in respect thereof and express mention of the interest rate referred to aboveSpecial Interest in any provisions hereof shall not be construed as excluding Special Interest in those provisions hereof where such express mention is not made. The principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes Securities shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Issuer in the Borough of Manhattan, The City of New York maintained for that such purpose (each, a "Place of Payment") in and at any other office or agency maintained by the manner provided in Section 4.01(b)Issuer for such purpose; provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Issuer payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Securities shall be subject to repurchase by the Issuer pursuant to an Offer to Purchase as provided in Sections 1015 and 1016. The Securities shall be redeemable as provided in Article Eleven. The Securities shall be subject to defeasance and covenant defeasance as provided in Article Twelve. The Securities shall not have the benefit of any sinking fund obligation. Unless the context otherwise requires, the Original Securities, the Additional Securities and the Exchange Securities shall constitute one series for all purposes under this Indenture, including with respect to any amendment, waiver, acceleration or other Act of Holders, redemption or Offer to Purchase.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided, however, that any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be under this Indenture are issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote accordance with Sections 202 and consent together on all matters 1011 hereof, as one class, and none part of the Original Notes will have same series as the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureNotes. The Notes shall be known and designated as the "10_% “11.0% Senior Notes Due 2011" 2015” of the Co-Issuers. The final Stated Maturity of the Notes shall be May November 1, 2011. Interest on 2015, and the Outstanding principal amount of Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% 11.0% per annum and will be payable semiannually in arrears on May 1 and November 1 in each yearfrom the Issue Date, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for orfor, if no interest has been paidpayable semi-annually on November 1 and November 1 in each year beginning November 1, from April 22, 20032008, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from at said Stated Maturity, until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an 15 and October 15 immediately preceding such Interest Payment Date that will occur on or after the date of such exchange(each, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment a “Regular Record Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above”). The principal of, of (and premium, if any), and interest and Liquidated DamagesSpecial Interest, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Issuer maintained for that such purpose (eachin The City and State of New York or, a "Place at the option of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b)Issuer, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and Liquidated Damages on a Note may interest and Special Interest, if any, with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the account accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuer, the Issuer’s office or agency in New York shall be the office of the Trustee maintained for such purpose. Holders shall have the right to require the Co-Issuers to purchase their Notes, in whole or in part, in the event of a Global Note or Change of Control pursuant to Section 1017. The Notes shall be subject to repurchase pursuant to an Offer to Purchase as provided in Section 1018. The Notes shall be redeemable as provided in Article Eleven. The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by check mailed the Issuer is irrevocably unconditionally guaranteed, to the address extent set forth herein, by each of the Person entitled thereto as such address shall appear in the RegisterGuarantors.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially will be limited to $450,000,000 (plus any the Initial Notes and Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance accordance with the covenants contained in Article 4 below and the conditions set forth in terms of this Indenture, including Section 3.03407. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof250 million. All the Original The 9.75% Notes shall vote and consent together on all matters as one class, and and, none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The 9.75% Notes shall be known and designated as the "10_% “9.75% Senior Notes Due 2011" due 2020” of the Issuers. The final Stated Maturity 9.75% Notes will mature on March 15, 2020. Each 9.75% Note will bear interest at a rate per annum of the Notes shall be May 1, 20119.75%. Interest on the Outstanding principal amount of 9.75% Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, cash to Holders of record at the close of business on the September 1 and March 1 immediately preceding April 15, and October 15, respectively the interest payment date (each such April 15 September 1 and October 15March 1, a "“Regular Record Date"”), on September 15 and March 15 of each year, commencing March 15, 2012. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months and accrue from the date of original issuance. Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22October 3, 2003, 2011; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date (or October 3, 20032011 if no Interest Payment Date has occurred) immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may shall be titled the “9.00% Senior Notes due 2024.” The Trustee shall authenticate the Notes to be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with on the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued Issue Date in an initial aggregate principal amount equal to $40,000,000, upon delivery of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenturean Issuer Order. The Notes shall be known and designated as the "10_% Senior Notes Due 2011" of the Issuers. The final Stated Maturity of the Notes shall be May 1will mature on October 24, 20112024. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 9.00% per annum and will be payable semiannually quarterly in arrears cash on May 1 and November 1 in each year, commencing on November 1, 2003, Interest/Principal Payment Date to the Persons who are registered Holders of record Notes at the close of business on the immediately preceding April March 15, and October June 15, respectively (each such April September 15 and October 15, a "December 15 (the “Regular Record Date")”) immediately preceding the applicable Interest/Principal Payment Date. Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after including the date of such exchange, interest on issuance to but excluding the Note received in exchange thereof will accrue from the date of such Interest actual Interest/Principal Payment Date. The Issuers If an Interest/Principal Payment Date falls on a day that is not a Business Day, the interest payment to be made on such Interest/Principal Payment Date will pay be made on the next succeeding Business Day with the same force and effect as if made on such Interest/Principal Payment Date, and no additional interest on overdue will accrue as a result of such delayed payment. Notwithstanding the foregoing, after the occurrence and during the continuance of an Event of Default, the principal amount of all Notes outstanding and, to the extent lawfulpermitted by applicable law, any interest payments on overdue installments of the Notes or any fees or other amounts hereunder, shall thereafter bear interest (including interest to be paid payable solely in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if anycash on demand, at a rate of 1% per annum equal to 3.00% plus the rate otherwise applicable to such Notes as provided in excess the preceding clauses of this Section 2.03. Notwithstanding the foregoing, if the Notes have not be repaid in full on (i) the first anniversary of the interest rate referred to above. The Issue Date, the principal of, and premium, if any, and interest and Liquidated Damages, if any, on amount of the Notes shall be payable at increased by $1,000,000 on such date, (ii) the Corporate Trust Office or at second anniversary of the Issue Date, the principal amount of the Notes shall be increased by an additional $2,000,000 on such date, (iii) the third anniversary of the Issue Date, the principal amount of the Notes shall be increased by an additional $3,000,000 on such date and (iv) the fourth anniversary of the Issue Date, the principal amount of the Notes shall be increased by an additional $3,000,000 on such date, and in each case, the Issuer shall provide the Trustee a notice on the applicable anniversary date certifying that the Notes have not been repaid in full as of such anniversary date. Any increase of the principal amount of the Notes pursuant to this paragraph shall be referred to as a “Principal Increase”. The Notes shall be redeemable as provided in ‎Article III. The Notes shall have such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") terms as are indicated in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.Exhibit A.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “3.00% Senior Notes Due 2011" due 2017” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrueeach Note shall become due and payable to the Holder thereof on June 6, subject to Section 3.11, at 2017 (the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 3.00% per annum from June 4, 2012 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable semi-annually on June 6 and December 6 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no in equal installments, except for the first interest has been paidpayment in the amount of $15.16438356 per $1,000 principal amount of Notes payable on December 6, from April 222012, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be the May 22 or November 21 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$500,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in Canadian dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Company under the Notes shall be fully and unconditionally guaranteed by the Holder of a Global Note or by check mailed Guarantor to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “6.56 % Senior Notes Due 2011" due 2041” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrueeach Note shall become due and payable to the Holder thereof on March 22, subject to Section 3.11, at 2041 (the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 6.56% per annum from March 21, 2011 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable semi-annually on March 22 and September 22 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no in equal installments, except for the first interest has been paid, from April payment in the amount of $13,191,890.41 payable on September 22, 20032011, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be the March 7 or September 7 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$400,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in Canadian dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Company under the Notes shall be fully and unconditionally guaranteed by the Holder of a Global Note or by check mailed Guarantor to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding issued under this Indenture is initially limited to $450,000,000 (plus not limited; provided, however, that any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be under this Indenture are issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote accordance with Sections 202 and consent together on all matters 1011 hereof, as one class, and none part of the Original Notes will have same series as the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this IndentureNotes. The Notes shall be known and designated as the "10_% “6.875% Senior Notes Due 2011" due 2022” of the IssuersIssuer. The final Stated Maturity of the Notes shall be May August 1, 2011. Interest on 2022, and the Outstanding principal amount of Notes will accrue, subject to Section 3.11, shall bear interest at the rate of 10_% 6.875% per annum and will be payable semiannually in arrears on May 1 and November 1 in each yearfrom the Issue Date, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue or from the most recent date Interest Payment Date to which interest has been paid or duly provided for orfor, if no interest has been paidpayable semi-annually on February 1 and August 1 in each year beginning February 1, from April 22, 20032016, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from at said Stated Maturity, until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if and to the Person in whose name the Note (or any Note predecessor Note) is surrendered for exchange registered at the close of business on or after a record date for an January 15 and July 15 immediately preceding such Interest Payment Date that will occur on or after the date of such exchange(each, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment a “Regular Record Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above”). The principal of, of (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers Issuer maintained for that such purpose (eachin The City and State of New York or, a "Place solely with respect to certificated Notes, at the option of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b)Issuer, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and Liquidated Damages on a Note may interest with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by the Depository or its nominee will be made by wire transfer of immediately available funds to the account accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuer, the Issuer’s office or agency in New York will be the office of the Trustee maintained for such purpose. Holders shall have the right to require the Issuer to purchase their Notes, in whole or in part, in the event of a Global Note or Change of Control pursuant to Section 1017. The Notes shall be subject to repurchase pursuant to an Offer to Purchase as provided in Section 1018. The Notes shall be redeemable as provided in Article Eleven. The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by check mailed the Issuer is irrevocably unconditionally guaranteed, to the address extent set forth herein, by each of the Person entitled thereto as such address shall appear in the RegisterGuarantors.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08)[ ], but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03, and except as may be limited by applicable law. The Initial Original Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof[ ]. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the conditions set forth in Section 3.03 and the covenants contained in Article 4 below, the Issuers Company may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to timehereunder. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “[ ] Senior Notes Notes, Due 2011" 2017” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011[ ]. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% % per annum and will be payable semiannually in arrears on May 1 [ ]and November 1 [ ] in each year, commencing on November 1, 2003[ ], to Holders of record at the close of business on the immediately preceding April 15, [ ] and October 15[ ], respectively (each such April 15 [ ] and October 15, [ ] a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003the Issue Date, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22, 2003the date of issuance of such Additional Notes; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers Company will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "“Place of Payment"”) in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Dollar Notes will be issued in an aggregate principal amount of $450,000,000 plus 1,800 million, and the Initial Euro Notes will be issued in an aggregate principal amount of any Additional Dividend €225 million. The Dollar Notes and the Euro Notes will each be issued as a separate series, but, except as otherwise provided in respect thereof. All the Original Notes Section 902, shall vote and consent together on all matters as one class, and none and, except as provided in ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The Dollar Notes shall be known and designated as the "10_% “U.S. Dollar 8.875% Senior Notes Due 2011" due 2014” of the IssuersCompany. The Euro Notes shall be known and designated as the “Euro 7.875% Senior Notes due 2014” of the Company. The final Stated Maturity of the Notes shall be May January 1, 20112014. Interest on the Outstanding principal amount of Dollar Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 8.875% per annum and on the Outstanding principal amount of Euro Notes shall accrue at the rate of 7.875% per annum and will be payable semiannually payable, in each case, semi-annually in arrears on May January 1 and November July 1 in each year, commencing on November July 1, 20032006, to Holders holders of record at the close of business on the immediately preceding April 15, December 15 and October June 15, respectively (each such April December 15 and October June 15, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22December 21, 2003, 2005; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of up to $450,000,000 plus the aggregate amount of any 757,002,000. Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes (except as otherwise provided in Section 902) for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “14.875% Senior Notes Due 2011" due 2020” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1October 12, 20112020. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the a rate of 10_% 14.875% per annum and will be payable semiannually semi-annually in arrears on May 1 April 12 and November 1 October 12 in each year, commencing on November 1October 12, 20032012, to Holders holders of record at the close of business on the immediately preceding April 15, 1 and October 151, respectively (each such April 15 1 and October 151, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 2212, 20032012, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay For any semi-annual period ending on or prior to October 12, 2017, interest on overdue the Outstanding principal andamount of the Notes shall be payable entirely by increasing the principal amount of the Outstanding Notes (“PIK Interest”). PIK Interest shall be payable on the related Interest Payment Date by increasing the principal amount of the Outstanding Notes by an amount equal to the amount of PIK Interest for the applicable semi-annual interest period (a “PIK Payment”), as hereinafter provided. On the Interest Payment Date for such PIK Payment, the principal amount of each Note shall be increased by the amount of the PIK Interest payable, rounded up to the nearest $1.00, for the relevant semi-annual interest period on the principal amount of such Note as of the relevant Regular Record Date for such Interest Payment Date, to the extent lawfulcredit of the Holders of such Notes on such Regular Record Date, on overdue installments pro rata in accordance with their interests, automatically without any further action by any Person. In the case of interest (including interest to the Global Notes, such increase in principal amount shall be paid recorded in the form of Additional Dividend Notes) Note Registrar’s books and overdue amounts of Liquidated Damagesrecords and in the schedule to the Global Notes in accordance with this Indenture. Alternatively, if anythe Company may elect, at its option, to issue a rate of 1% per annum in excess new Note or new Notes having a principal amount equal to the amount of the interest rate referred to abovePIK Payment, in accordance with Section 303. The Company shall notify the Note Registrar of the amount of PIK Interest due on any Interest Payment Date on or prior to such Interest Payment Date. For any semi-annual interest period starting on or after October 12, 2017, interest on the Outstanding principal of, amount of the Notes shall be payable entirely in cash (“Cash Interest”). Payment of the principal of (and premium, if any, ) and interest and Liquidated Damages, if any, (including Cash Interest) on the Notes shall will be payable made at the Corporate Trust Office of the Trustee, or at such other office or agency of the Issuers Company maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b)purpose; provided, however, that, under that at the circumstances set forth in Section 4.01(b)option of the Company, payment of interest and Liquidated Damages on a Note Cash Interest may be made by wire transfer of immediately available funds to the account specified designated to the Company by the Holder of a Global Note Person entitled thereto or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register. References in this Indenture and the Notes to the “principal amount” of the Notes shall include increases in the principal amount of the Notes as a result of any PIK Payment.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof425.0 million. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “8.50% Senior Notes Due 2011" ” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1August 15, 2011. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 8.50% per annum and will be payable semiannually semi-annually in arrears on May 1 February 15 and November 1 August 15 in each year, commencing on November 1February 15, 20032004, to Holders holders of record at the close of business on the immediately preceding April 15, February 1 and October 15August 1, respectively (each such April 15 February 1 and October 15August 1, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided provided, that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable payable, and the Notes may be exchanged or transferred, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "which initially shall be the Corporate Trust Office of the Trustee) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially will be limited to $450,000,000 (plus any the Initial Notes and Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance accordance with the covenants contained in Article 4 below and the conditions set forth in terms of this Indenture, including Section 3.03407. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof€250 million. All the Original The 6.00% Notes shall vote and consent together on all matters as one class, and and, none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The 6.00% Notes shall be known and designated as the "10_% “6.00% Senior Notes Due 2011" due 2021” of the IssuersIssuer. The final Stated Maturity of the 6.00% Notes shall be May will mature on March 1, 20112021. Each 6.00% Note will bear interest at a rate per annum of 6.00%. Interest on the Outstanding principal amount of 6.00% Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, cash to Holders of record at the close of business on the February 15 and August 15 immediately preceding April 15, and October 15, respectively the Interest Payment Date (each such April February 15 and October August 15, a "“Regular Record Date"”), on March 1 and September 1 of each year, commencing September 1, 2013. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months and accrue from the date of original issuance. Interest on the Original Initial Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22March 7, 2003, 2013; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date (or March 7, 20032013 if no Interest Payment Date has occurred) immediately preceding the date of issuance of such Additional Notes, or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Supplemental Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof450.0 million. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Supplemental Indenture. The Notes shall be known and designated as the "10_% “3.500% Senior Notes Due 2011" 2028” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1March 15, 20112028. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 3.500% per annum and will be payable semiannually semi-annually in arrears on May 1 March 15 and November 1 September 15 in each year, commencing on November 1September 15, 20032020, to Holders holders of record at the close of business on the immediately preceding April 15, and October 15March 1 or September 1 (whether or not a Business Day), respectively (each such April 15 and October 15March 1 or September 1, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided provided, that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable payable, and the Notes may be exchanged or transferred, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (eachwhich initially shall be the Corporate Trust Office of the Trustee (which, a "for the avoidance of doubt, need not be located in Manhattan)) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person Holder entitled thereto as such address shall appear in the Note Register.

Title and Terms. The Notes shall be entitled the “9.875% Senior Notes due 2024.” The Trustee shall authenticate and deliver on the Issue Date $540,000,000 in aggregate principal amount of the Initial Notes, upon delivery of an Issuer Order. The Trustee shall authenticate Additional Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited thereafter from time to $450,000,000 time for original issue in unlimited aggregate principal amount upon receipt of an Issuer Order (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.031108). The Initial Trustee shall also authenticate Exchange Notes will be issued thereafter from time to time for original issue in exchange for an aggregate equal principal amount of $450,000,000 plus Initial Notes or Additional Notes upon receipt of an Issuer Order. Any such Issuer Order shall also specify the aggregate amount date on which the original issue of Notes is to be authenticated, and, in relation to any Additional Dividend Notes or Exchange Notes, it shall also specify the principal amount thereof to be issued and, in respect thereof. All the Original Notes relation to any Additional Notes, it shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenturecertify that such issuance is not prohibited by Section 1108. The Notes shall be known and designated as the "10_% Senior Notes Due 2011" of the Issuers. The final Stated Maturity of the Notes shall be May 1will mature on February 15, 20112024. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 9.875% per annum annum, and will be payable semiannually in arrears cash on May 1 each February 15 and November 1 in each yearAugust 15, commencing on November 1August 15, 20032017 in the case of the Initial Notes, to the Persons who are registered Holders of record Notes at the close of business on the February 1 and August 1 immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record the applicable Interest Payment Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after including the date of such exchange, interest on issuance to but excluding the Note received in exchange thereof will accrue from the date of such actual Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at redeemable as provided in Article Twelve and subject to Legal Defeasance and Covenant Defeasance as provided in Article Fourteen. The Notes shall have such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") terms as are indicated in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.Annex A.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Supplemental Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof500.0 million. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Supplemental Indenture. The Notes shall be known and designated as the "10_% “6.375% Senior Notes Due 2011" 2032” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1July 15, 20112032. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 6.375% per annum and will be payable semiannually semi-annually in arrears on May 1 January 15 and November 1 in July 15 of each year, commencing on November 1January 15, 20032025, to Holders holders of record at the close of business on the immediately preceding April 15, and October 15January 1 or July 1 (whether or not a Business Day), respectively (each such April 15 and October 15January 1 or July 1, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided provided, that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable payable, and the Notes may be exchanged or transferred, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (eachwhich initially shall be the Corporate Trust Office of the Trustee (which, a "for the avoidance of doubt, need not be located in Manhattan)) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person Holder entitled thereto as such address shall appear in the Note Register; provided, further, however, Notes represented by one or more Global Notes registered in the name or held by DTC or its nominee shall be made in accordance with DTC’s applicable procedures.

Title and Terms. The aggregate principal amount of Notes that which may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03unlimited. The Initial Notes will be issued in an aggregate principal amount of up to $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture1,600.0 million. The Notes shall be known and designated as the "10_% Senior “8.500% Second Lien Secured Notes Due 2011" due 2026” of the IssuersCompany. The final Stated Maturity of the Notes shall be May April 1, 20112026. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the a rate of 10_% 8.500% per annum and will be payable semiannually semi-annually in arrears on May April 1 and November October 1 in each year, commencing on November October 1, 20032018 (each, an “Interest Payment Date”), to the Holders of record at the close of business on the immediately preceding April 15, March 15 and October September 15, respectively (each such April March 15 and October September 15, a "“Regular Record Date"”). Interest on the Original Initial Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22March 19, 20032018, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Regular Record Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess Payment of the interest rate referred to above. The principal of, (and premium, if any, ) and interest and Liquidated Damages, if any, on the Notes shall be payable made, in the currency of the United States of America that at the time is legal tender for payment of public and private debts, at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (eachTrustee or, a "Place at the option of Payment") in the manner provided in Section 4.01(b); providedCompany, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the RegisterRegister or, in accordance with arrangements satisfactory to the Paying Agent, by wire transfer to an account designated by the Holder.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Supplemental Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof300.0 million. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Supplemental Indenture. The Notes shall be known and designated as the "10_% “4.125% Senior Notes Due 2011" 2024” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1August 15, 20112024. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 4.125% per annum and will be payable semiannually semi-annually in arrears on May 1 February 15 and November 1 August 15 in each year, commencing on November 1February 15, 20032017, to Holders holders of record at the close of business on the immediately preceding April 15, and October 15February 1 or August 1, respectively (each such April 15 and October 15February 1 or August 1, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided provided, that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable payable, and the Notes may be exchanged or transferred, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (eachwhich initially shall be the Corporate Trust Office of the Trustee (which, a "for the avoidance of doubt, need not be located in Manhattan)) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person Holder entitled thereto as such address shall appear in the Note Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “4.350% Senior Notes Due 2011" due 2049” of the IssuersCompany. The final Stated Maturity entire unpaid principal amount of each Note shall become due and payable to the Notes shall be Holder thereof on May 1, 20112049 (the “Maturity Date”). Interest shall accrue on the Outstanding aggregate unpaid principal amount of Notes will accrue, subject to Section 3.11, each Note at the a rate of 10_% interest equal to 4.350% per annum and will be payable semiannually in arrears on May 1 and November 1 in each yearfrom April 30, commencing on November 12019 or, 2003if interest has been paid or duly provided for, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable on November 1, 2019 and semi−annually thereafter on May 1 and November 1 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. If an Interest Payment Date falls on a day that is not a Business Day, then payment will be made on the next succeeding Business Day without any additional interest accruing between the Interest Payment Date and the day payment is actually made. The Regular Record Date for the interest payable on any Interest Payment Date shall be the April 15 or October 15 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which U.S.$1,250,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and, if applicable, first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in U.S. dollars. Any payment of Additional Amounts hereunder shall also be payable in U.S. dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Company under the Notes shall be fully and unconditionally guaranteed by the Holder of a Global Note or by check mailed Guarantor to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof430.0 million. All the Original The Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “9.25% Senior Notes Due 2011" due 2014” of the Issuers. The final Stated Maturity of the Notes shall be May 1November 15, 20112014. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 9.25% per annum and will be payable semiannually semi-annually in arrears on May 1 15 and November 1 15 in each year, commencing on November 1May 15, 20032007, to Holders holders of record at the close of business on the immediately preceding April 15, May 1 and October 15November 1 , respectively (each such April 15 May 1 and October 15November 1, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22November 16, 2003, 2006; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “4.50% Senior Notes Due 2011" due 2043” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrue, subject each Note shall become due and payable to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears Holder thereof on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April March 15, and October 15, respectively 2043 (each such April 15 and October 15, a "Regular Record the “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 4.50% per annum from March 7, 2013 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable on September 15, 2013 and semi-annually thereafter on March 15 and September 15 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be March 1 or September 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which U.S.$500,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in U.S. dollars. Any payment of Additional Amounts hereunder shall also be payable in U.S. dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Company under the Notes shall be fully and unconditionally guaranteed by the Holder of a Global Note or by check mailed Guarantor to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued not limited, except as provided in respect thereof pursuant to Section 4.08), but 406 and except as may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03limited by applicable law. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof400,000,000. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall may vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% 9 3/4% Senior Subordinated Notes Due 20112008" of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1June 15, 20112008. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 9 3/4% per annum and will be payable semiannually semi-annually in arrears on May 1 June 15 and November 1 December 15 in each year, commencing on November 1December 15, 20031998, to Holders holders of record at the close of business on the immediately preceding April 15, June 1 and October 15December 1, respectively (each such April 15 June 1 and October 15December 1, a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the date of issuance of such Additional Notes; provided, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable at the Corporate Trust Office or at such other the office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (each, a "Place of Payment") and, for so long as the Notes are listed on the Luxembourg Stock Exchange, Notes may be presented or surrendered for payment at an office or agency of the Company maintained for that purpose in the manner provided in Section 4.01(b)Luxembourg; provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.the

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may will be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof450 million. All the Original The 9 5/8% Notes shall vote and consent together on all matters as one class, and and, none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The 9 5/8% Notes shall be known and designated as the "10_% “9 5/8% Senior Notes Due 2011" due 2018” of the Issuers. The final Stated Maturity 9 5/8% Notes will mature on March 15, 2018. Each 9 5/8% Note will bear interest at a rate per annum of the Notes shall be May 1, 20119.625%. Interest on the Outstanding principal amount of 9 5/8% Notes will accrue, subject to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, cash to Holders of record at the close of business on the March 1 and September 1 immediately preceding April 15, and October 15, respectively the interest payment date (each such April 15 March 1 and October 15September 1, a "“Regular Record Date"”), on March 15 and September 15 of each year, commencing September 15, 2010. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months and accrue from the date of original issuance. Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22March 10, 2003, 2010; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof620 million. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% 9 1/2% Senior Notes Due 2011due 2014" of the Issuers. The final Stated Maturity of the Notes shall be May December 1, 20112014. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 9 1/2% per annum and will be payable semiannually payable, in each case, semi-annually in arrears on May June 1 and November December 1 in each year, commencing on November June 1, 20032007, to Holders holders of record at the close of business on the immediately preceding April 15, May 15 and October November 15, respectively (each such April 15 and October 15date, a "Regular Record Date"). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22November 27, 2003, 2006; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “5.80% Senior Notes Due 2011" due 2030” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrueeach Note shall become due and payable to the Holder thereof on September 21, subject to Section 3.11, at 2030 (the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 5.80% per annum from September 21, 2023 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Subject to Section 114, such interest shall be payable semi-annually on March 21 and September 21 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paidin equal installments, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be the March 20 or September 20 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$500,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 504 hereof. Additional Notes ranking pari passu with the Notes issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and, if applicable, the date from which interest accrues and the first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in Canadian dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in Article Four hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose Notes except as provided in Article Seven hereof. The Notes shall be subject to the covenants (eachand the related definitions) set forth in Article Nine of the Indenture (except those set forth in Section 906 thereof which is replaced by Section 605 of this Supplemental Indenture) and, a "Place of Payment") except as otherwise provided herein, to any other covenant in the manner provided Indenture and this Supplemental Indenture. The defeasance and discharge provisions set forth in Section 4.01(b)Article Three of the Indenture shall apply to the Notes as amended, supplemented or superseded by Article Nine hereof. The Notes shall be subject to the covenants in Article Seven of the Indenture; provided, however, that, with respect to the Notes and this Supplemental Indenture, clause (a)(1) of Section 701 of the Indenture shall be replaced with the following: “the Company shall be the continuing Person”. Certain obligations of the Company under the circumstances Notes shall be fully and unconditionally guaranteed by RCCI to the extent set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the RegisterArticle Eight hereof.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof250.0 million. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall will vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “7.875% Senior Notes Due 2011" 2018” of the IssuersCompany. The final Stated Maturity of the Notes shall be May October 1, 20112018. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 7.875% per annum and will be payable semiannually semi-annually in arrears on May April 1 and November October 1 in each year, commencing on November April 1, 20032011, to Holders holders of record at the close of business on the immediately preceding April 15, and October March 15 or September 15, respectively (each such April March 15 and October or September 15, a "“Regular Record Date"”). Interest on the Original Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, the Issue Date; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided provided, that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if anyinterest, on the Notes shall be payable payable, and the Notes may be exchanged or transferred, at the Corporate Trust Office or at such other office or agency of the Issuers Company maintained for that purpose in the Borough of Manhattan, The City of New York (eachwhich initially shall be the Corporate Trust Office of the Trustee (which, a "for the avoidance of doubt, need not be located in Manhattan)) (the “Place of Payment") in the manner provided in Section 4.01(b”); provided, however, that, under that at the circumstances set forth in Section 4.01(b), option of the Company payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person Holder entitled thereto as such address shall appear in the Note Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% Senior “7.000% Fixed-to-Fixed Rate Subordinated Notes Due 2011" due 2055” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of each Note shall become due and payable to the Holder thereof on April 15, 2055 (the “Maturity Date”). Interest will accrue on the aggregate unpaid principal amount of each Note from, and including, February 12, 2025 to, but excluding, the Initial Interest Rate Reset Date at a rate of interest equal to 7.000% per annum. During each Interest Rate Reset Period, the Notes will accrue, subject to Section 3.11, accrue interest at the a rate of 10_% interest per annum equal to the 5-Year Treasury Rate as of the most recent Interest Rate Calculation Date plus 2.653%; provided, that the interest rate during any Interest Rate Reset Period for the Notes will not reset below 7.000%. The 5-Year Treasury Rate for computing interest on the outstanding Notes from and after the Initial Interest Rate Reset Date will initially be based on such rate as of the first Business Day prior to the Initial Interest Rate Reset Date and it will be payable semiannually in arrears reset on May 1 and November 1 in the fifth anniversary of the Initial Interest Rate Reset Date and, thereafter, on each year, commencing on November 1, 2003, to Holders subsequent date that is the fifth anniversary of record at the close of business on the immediately preceding April 15date on which such rate is reset, and October 15, respectively based on the 5-Year Treasury Rate as of the first Business Day prior to each such fifth anniversary (each of the Initial Interest Rate Reset Date and each date thereafter that such April 15 rate is so reset, an “Interest Rate Reset Date”; and October 15the Business Day prior to each Interest Rate Reset Date, a "Regular Record an “Interest Rate Calculation Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at the aforementioned rate(s), as applicable, from February 12, 2025 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Datefor. The Issuers will pay Company has the right to defer interest on overdue principal and, payments pursuant to Section 303. Subject to the extent lawfulDeferral Right provided therein, on overdue installments of accrued and unpaid interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable semi-annually on April 15 and October 15 in each year (each an Interest Payment Date for purposes of this Supplemental Indenture) (or, if such day is not a Business Day, the Interest Payment Date will be postponed to the next succeeding day that is a Business Day, and no further interest will accrue in respect of such postponement), in equal installments, until the principal thereof is paid or duly provided for. Interest on the Notes shall be payable in arrears. The Record Date for the interest payable on any Interest Payment Date shall be April 1 or October 1, as applicable, immediately preceding such Interest Payment Date (such date, the “Record Date”). Except for the compounding of Deferred Interest provided for in Section 303, no interest shall accrue on any overdue installments of interest. No interest on the Notes will accrue or be payable after the Conversion Time. Interest on the Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months and, for any period shorter than six months, on the basis of the actual number of days elapsed per 30-day month. For the purposes of disclosure under the Interest Act (Canada), and without affecting the interest payable on the Notes, the yearly rate of interest to which any rate of interest payable under the Notes, which is to be calculated on any basis other than a full calendar year, is equivalent may be determined by multiplying the rate by a fraction, the numerator of which is the number of days in the calendar year in which the period for which interest at such rate is payable and the denominator of which is the number of days comprising such other basis. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which U.S. $1,100,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any Additional Notes created and issued shall have the same terms and conditions as the Notes at the Corporate Trust Office time outstanding, except for their date of issue, and, if applicable, the first Interest Payment Date; provided that, if any such Additional Notes are not fungible with the Notes for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP, ISIN or at such other office or agency identifying number. All Initial Notes and Additional Notes shall be treated as a single class for all purposes of the Issuers maintained for that purpose (eachIndenture, a "Place including waivers, amendments, redemptions and offers to purchase. The Notes shall be unsecured, subordinated obligations of Payment") the Company. The payment of principal and interest on the Notes is subordinated in right of payment to the prior payment in full of all present and future Senior Indebtedness to the extent and in the manner provided in Section 4.01(b); providedArticle Seven. The Notes shall be denominated in, howeverand all principal of, thatand interest and premium (if any) on, under the circumstances Notes shall be payable in U.S. dollars. Any payment of Additional Amounts hereunder shall also be payable in U.S. dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be otherwise obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at the option of a Holder of the Notes. The Notes shall be subject to the covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address defeasance and discharge provisions set forth in Article Three of the Person entitled thereto as such address shall appear in the RegisterIndenture.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “6.68% Senior Notes Due 2011" due 2039” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrue, subject each Note shall become due and payable to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing Holder thereof on November 14, 2003, to Holders of record at 2039 (the close of business on the immediately preceding April 15, and October 15, respectively (each such April 15 and October 15, a "Regular Record “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 6.68% per annum from November 4, 2009 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable semi-annually in equal installments on May 4 and November 4 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paidcommencing on May 4, from April 222010, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. The Regular Record Date for the interest payable on any Interest Payment Date shall be the April 19 or October 19 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which Cdn$500,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in Canadian dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment except as otherwise provided herein, to any other covenant in the Indenture, and to the defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of interest the Company under the Notes shall be fully and Liquidated Damages unconditionally guaranteed on a Note may be made joint and several basis by wire transfer each of immediately available funds the Guarantors to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03not limited. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any 400 million. Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes (except as otherwise provided in Section 902) and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “10% Senior Secured Notes Due 2011" due 2017” of the Issuers. The final Stated Maturity of the Notes shall be May 1July 15, 20112017. Interest on the Outstanding principal amount of Notes will accrue, subject to Section 3.11, accrue at the rate of 10_% 10.000% per annum and will be payable semiannually payable, in each case, semi-annually in arrears on May 1 January 15 and November 1 July 15 in each year, commencing com- mencing on November 1January 15, 2003, 2010 to Holders holders of record at the close of business on the immediately preceding April 15January 1 and July 1, and October 15respectively, respectively whether or not a Business Day (each such April 15 and October 15date, a "“Regular Record Date"”). Interest on the Original Initial Notes will accrue from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid, from April 22July 1, 2003, 2009; and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue (or will be deemed to have accrued) from the most recent date to which interest has been paid or duly provided for or, if no interest has been paidpaid on such Additional Notes, from April 22the Interest Payment Date immediately preceding the date of issuance of such Additional Notes, 2003or if the date of issuance of such Additional Notes is an Interest Payment Date, from such date of issuance; provided that if any Note is surrendered for exchange on or after a record date for an Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable at the Corporate Trust Office or at such other office or agency of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner provided in Section 4.01(b); provided, however, that, under the circumstances set forth in Section 4.01(b), payment of interest and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified by the Holder of a Global Note or by check mailed to the address of the Person entitled thereto as such address shall appear in the Register.

Title and Terms. The aggregate principal amount of Notes that may be authenticated and delivered and Outstanding under this Indenture is initially limited to $450,000,000 (plus any Additional Dividend Notes issued in respect thereof pursuant to Section 4.08), but may be increased, subject to compliance with the covenants contained in Article 4 below and the conditions set forth in Section 3.03. The Initial Notes will be issued in an aggregate principal amount of $450,000,000 plus the aggregate amount of any Additional Dividend Notes issued in respect thereof. All the Original Notes shall vote and consent together on all matters as one class, and none of the Original Notes will have the right to vote or consent as a class separate from one another on any matter. Subject to the covenants contained in Article 4 below, the Issuers may issue Additional Notes hereunder and the Issuers may be required to issue Additional Dividend Notes from time to time. Initial Additional Notes (including any Exchange Notes issued in exchange therefor) and Additional Dividend Notes (including any Exchange Notes issued in exchange therefor) shall vote (or consent) as a class with the other Notes and otherwise be treated as Notes for all purposes of this Indenture. The Notes shall be known and designated as the "10_% “3.700% Senior Notes Due 2011" due 2049” of the IssuersCompany. The final Stated Maturity of the Notes shall be May 1, 2011. Interest on the Outstanding entire unpaid principal amount of Notes will accrue, subject each Note shall become due and payable to Section 3.11, at the rate of 10_% per annum and will be payable semiannually in arrears on May 1 and November 1 in each year, commencing Holder thereof on November 1, 2003, to Holders of record at the close of business on the immediately preceding April 15, and October 15, respectively 2049 (each such April 15 and October 15, a "Regular Record the “Maturity Date"”). Interest shall accrue on the Original Notes will accrue aggregate unpaid principal amount of each Note at a rate of interest equal to 3.700% per annum from November 12, 2019 or, if interest has been paid or duly provided for, the most recent date Interest Payment Date to which interest has been paid or duly provided for. Such interest shall be payable on May 15, 2020 and semi-annually thereafter on May 15 and November 15 in each year (each an Interest Payment Date for orpurposes of this Supplemental Indenture), if no interest has been paid, from April 22, 2003, and interest on any Additional Notes and Additional Dividend Notes (and Exchange Notes issued in exchange therefor) will accrue from until the most recent date to which interest has been principal thereof is paid or duly provided for or, if no interest has been paid, from April 22, 2003; provided that if any Note is surrendered for exchange on or after a record date for an for. Interest Payment Date that will occur on or after the date of such exchange, interest on the Note received in exchange thereof will accrue from the date of such Interest Payment Date. The Issuers will pay interest on overdue principal and, to the extent lawful, on overdue installments of interest (including interest to be paid in the form of Additional Dividend Notes) and overdue amounts of Liquidated Damages, if any, at a rate of 1% per annum in excess of the interest rate referred to above. The principal of, and premium, if any, and interest and Liquidated Damages, if any, on the Notes shall be payable in arrears. If an Interest Payment Date falls on a day that is not a Business Day, then payment will be made on the next succeeding Business Day without any additional interest accruing between the Interest Payment Date and the day payment is actually made. The Regular Record Date for the interest payable on any Interest Payment Date shall be the May 1 or November 1 (whether or not a Business Day), as the case may be, immediately preceding such Interest Payment Date. To the extent lawful, interest shall accrue on any overdue interest at the Corporate Trust Office rate borne by the Notes from the date of the Interest Payment Date on which such overdue interest becomes payable to the date payment of such interest has been made or duly provided for and such Default Interest shall be payable at the times and on the terms provided for in the Indenture. An unlimited aggregate principal amount of the Notes may be authenticated and delivered under this Supplemental Indenture (of which U.S.$1,000,000,000 is being issued, authenticated and delivered on the date hereof), including Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 204, 205, 206, 207, 208, 806, 1008 or 1009 of the Indenture and Section 404 hereof. Additional Notes ranking pari passu with the Securities issued on the date hereof may be created and issued under the Indenture from time to time by the Company without notice to or consent of the Holders, subject to the Company complying with any applicable provision of the Indenture. Any additional Notes created and issued shall have the same terms and conditions as the Notes initially issued, except for their date of issue, issue price and, if applicable, first Interest Payment Date, and shall be consolidated with and form a single Series with the Notes initially issued. The Notes shall be unsecured, unsubordinated obligations of the Company ranking pari passu with any other present or future unsecured, unsubordinated obligations of the Company. The Notes shall be denominated in, and all principal of, and interest and premium (if any) on, the Notes shall be payable in U.S. dollars. Any payment of Additional Amounts hereunder shall also be payable in U.S. dollars. The Notes may be redeemed at the option of the Company at the prices, at the times and on such other terms and conditions as are specified in the form of the Note in Article Two hereof. The Company shall not be obligated to redeem, purchase or repay the Notes pursuant to any sinking fund or analogous provisions or at such other office or agency the option of a Holder of the Issuers maintained for that purpose (each, a "Place of Payment") in the manner Notes except as provided in Section 4.01(b); provided, however, that, under Article Six hereof. The Notes shall be subject to the circumstances covenants (and the related definitions) set forth in Section 4.01(b)Articles Seven and Nine of the Indenture and, payment of interest except as otherwise provided herein, to any other covenant in the Indenture, and Liquidated Damages on a Note may be made by wire transfer of immediately available funds to the account specified defeasance and discharge provisions set forth in Article Three thereof. Certain obligations of the Company under the Notes shall be fully and unconditionally guaranteed by the Holder of a Global Note or by check mailed Guarantor to the address of the Person entitled thereto as such address shall appear extent set forth in the RegisterArticle Seven hereof.